Exhibit 4.5


 


 


EXECUTION VERSION


 


GS MORTGAGE SECURITIES CORPORATION II,

as Depositor


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Master Servicer


 


RIALTO CAPITAL ADVISORS, LLC,

as Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator and Cayman Agent


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee


 


and


 


PARK
BRIDGE LENDER SERVICES LLC,

as Operating Advisor and as Asset Representations Reviewer


 


POOLING AND SERVICING AGREEMENT


 


Dated as of


 


August 1, 2017


 


GS Mortgage Securities Trust 2017-GS7

Commercial Mortgage Pass-Through Certificates


 


Series 2017-GS7


 




    	 



     


    

 


TABLE OF CONTENTS


 


Page


 




	Article I 



DEFINITIONS
	 
	Section 1.01	Defined Terms	6
	Section 1.02	Certain Calculations	130
	 	 	 
	Article II 



CONVEYANCE OF MORTGAGE LOANS; 

ORIGINAL ISSUANCE OF CERTIFICATES
	 
	Section 2.01	Conveyance of Mortgage Loans	131
	Section 2.02	Acceptance by Trustee and Cayman Agent	136
	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	138
	Section 2.04	Execution of Certificates; Issuance of Lower-Tier Regular Interests	155
	 	 	 
	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	155
	Section 3.02	Collection of Mortgage Loan Payments	163
	Section 3.03	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	168
	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 and the Gain-on-Sale Reserve Account	172
	Section 3.05	Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Serviced Whole Loan Custodial Account	178
	Section 3.06	Investment of Funds in the Collection Account and the REO Accounts	189
	Section 3.07	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	191
	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption Agreements	197
	Section 3.09	Realization Upon Defaulted Mortgage Loans and Companion Loans	201



 






    	 



     


    

 


	Section 3.10	Trustee and Custodian to Cooperate; Release of Mortgage Files	205
	Section 3.11	Servicing Compensation	207
	Section 3.12	Inspections; Collection of Financial Statements	213
	Section 3.13	Access to Certain Information	219
	Section 3.14	Title to REO Property; REO Account	232
	Section 3.15	Management of REO Property	234
	Section 3.16	Sale of Defaulted Mortgage Loans and REO Properties	236
	Section 3.17	Additional Obligations of Master Servicer and Special Servicer	243
	Section 3.18	Modifications, Waivers, Amendments and Consents	245
	Section 3.19	Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	254
	Section 3.20	Sub-Servicing Agreements	261
	Section 3.21	Interest Reserve Account	264
	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; Certain Rights and Powers of Directing Holder	265
	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	289
	Section 3.33	Resignation Upon Prohibited Risk Retention Affiliation	289
	 	 	 
	Article IV 



distributions TO CERTIFICATEHOLDERS
	 
	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	308
	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	332
	Section 5.06	Access to List of Certificateholders’ Names and Addresses; Special Notices	332
	Section 5.07	Maintenance of Office or Agency	333
	Section 5.08	Appointment of Certificate Administrator	333
	Section 5.09	Voting Procedures for Certificates	334
	 	 	 
	Article VI 



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

Operating Advisor, THE ASSET REPRESENTATIONS REVIEWER,
THE

 DIRECTING HOLDER
	 
	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	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	365
	Section 7.03	Notification to Certificateholders	367



 






    	-iii- 



     


    

 


	 	 	 
	Section 7.04	Waiver of Servicer Termination Events	368
	Section 7.05	Trustee as Maker of Advances	368
	 	 	 
	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	370
	Section 8.03	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	372
	Section 8.04	Trustee or Certificate Administrator May Own Certificates	373
	Section 8.05	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	373
	Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	375
	Section 8.07	Resignation and Removal of the Trustee and Certificate Administrator	375
	Section 8.08	Successor Trustee or Certificate Administrator	378
	Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	378
	Section 8.10	Appointment of Cayman Agent, Co-Trustee or Separate Trustee	379
	Section 8.11	Appointment of Custodians	380
	Section 8.12	Representations and Warranties of the Trustee	380
	Section 8.13	Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	381
	Section 8.14	Representations and Warranties of the Certificate Administrator	382
	Section 8.15	Compliance with the PATRIOT Act	383
	 	 	 
	Article IX 



TERMINATION
	 
	Section 9.01	Termination upon Repurchase or Liquidation of All Mortgage Loans	383
	Section 9.02	Additional Termination Requirements	387
	 	 	 
	Article X 



ADDITIONAL REMIC PROVISIONS
	 
	Section 10.01	REMIC Administration	388
	Section 10.02	Use of Agents	391
	Section 10.03	Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	391
	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	393
	Section 11.03	Filing Obligations	395
	Section 11.04	Form 10-D and Form ABS-EE Filings	396
	Section 11.05	Form 10-K Filings	400
	Section 11.06	Sarbanes-Oxley Certification	403
	Section 11.07	Form 8-K Filings	404
	Section 11.08	Form 15 Filing	406
	Section 11.09	Annual Compliance Statements	406
	Section 11.10	Annual Reports on Assessment of Compliance with Servicing Criteria	408
	Section 11.11	Annual Independent Public Accountants’ Attestation Report	410
	Section 11.12	Indemnification	411
	Section 11.13	Amendments	414
	Section 11.14	Regulation AB Notices	414
	Section 11.15	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	414
	Section 11.16	Certain Matters Regarding Significant Obligors	419
	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	436
	Section 13.03	Limitation on Rights of Certificateholders	437
	Section 13.04	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	438
	Section 13.05	Notices	438
	Section 13.06	Severability of Provisions	443
	Section 13.07	Grant of a Security Interest	443
	Section 13.08	Successors and Assigns; Third Party Beneficiaries	444



 






    	-v- 



     


    

 


			
	Section 13.09	Article and Section Headings	444
	Section 13.10	Notices to the Rating Agencies	444
	Section 13.11	Cooperation with the Mortgage Loan Seller with Respect to Rights Under the Loan Agreements	446



 



    	-vi- 



     


    

 


EXHIBITS


 





	Exhibit A-1	Form of Class A-1 Certificate
	Exhibit A-2	Form of Class A-2 Certificate
	Exhibit A-3	Form of Class A-3 Certificate
	Exhibit A-4	Form of Class A-4 Certificate
	Exhibit A-5	Form of Class A-AB Certificate
	Exhibit A-6	Form of Class X-A Certificate
	Exhibit A-7	Form of Class X-B Certificate
	Exhibit A-8	Form of Class X-D Certificate
	Exhibit A-9	Form of Class A-S Certificate
	Exhibit A-10	Form of Class B Certificate
	Exhibit A-11	Form of Class C Certificate
	Exhibit A-12	Form of Class D Certificate
	Exhibit A-13	Form of Class E Certificate
	Exhibit A-14	Form of Class F-RR Certificate
	Exhibit A-15	Form of Class G-RR Certificate
	Exhibit A-16	Form of Class H-RR Certificate
	Exhibit A-17	Form of Class J-RR Certificate
	Exhibit A-18	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 HRR Certificates
	Exhibit D-4	Form of Transferor Certificate for Transfers of the HRR Certificates
	Exhibit D-5	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
	Exhibit G	Form of Distribution Date Statement
	Exhibit H	Supplemental Servicer Schedule
	Exhibit I	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period
	Exhibit J	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	Exhibit K	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period
	Exhibit L	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	Exhibit M	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate
	Exhibit N	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate



 






    	-vii- 



     


    

 

	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 (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit P-1B	Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit P-1C	Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit P-1D	Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit P-1E	Form of Notice of Excluded Controlling Class Holder
	Exhibit P-1F	Form of Notice of Excluded Controlling Class Holder to Certificate Administrator
	Exhibit P-1G	Form of Certification of the Controlling Class Representative
	Exhibit P-2	Form of Certification for NRSROs
	Exhibit P-3	Online Market Data Provider Certification
	Exhibit Q	Custodian Certification/Exception Report
	Exhibit R-1	Form of Power of Attorney by Trustee for Master Servicer
	Exhibit R-2	Form of Power of Attorney by Trustee for 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
	Exhibit CC	Additional Form 10-K Disclosure
	Exhibit DD	Form 8-K Disclosure Information
	Exhibit EE	Additional Disclosure Notification
	Exhibit FF	Initial Sub-Servicers



 






    	-viii- 



     


    

 

	Exhibit GG	Servicing Function Participants
	Exhibit HH	Form of Annual Compliance Statement
	Exhibit II	Form of Report on Assessment of Compliance with Servicing Criteria
	Exhibit JJ	CREFC® Payment Information
	Exhibit KK	Form of Notice of Additional Indebtedness Notification
	Exhibit LL	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




 




    	-ix- 



     


    

 


SCHEDULES


 





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







 




    	-x- 



     


    

 


This Pooling and Servicing
Agreement is dated and effective as of August 1, 2017, among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and Cayman Agent, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer.


 


PRELIMINARY STATEMENT:


 


The Depositor intends
to sell commercial mortgage pass-through certificates (collectively, the “Certificates”), to be issued hereunder
in multiple classes (each, a “Class”), which in the aggregate 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.


 


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, Class LH and Class LJ Uncertificated Interests
(the “Lower-Tier Regular Interests”), which will evidence the “regular interests” in the Lower-Tier
REMIC created hereunder. The Lower-Tier REMIC will also issue the uncertificated Class LR Interest, which is the sole Class
of “residual interests” in the Lower-Tier REMIC and is represented by the Class R Certificates.


 






    	-1- 



     


    

 


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)	 	$	18,155,000	 
	Class LA2	 	(1)	 	$	56,176,000	 
	Class LA3	 	(1)	 	$	315,000,000	 
	Class LA4	 	(1)	 	$	340,612,000	 
	Class LAAB	 	(1)	 	$	27,207,000	 
	Class LAS	 	(1)	 	$	74,363,000	 
	Class LB	 	(1)	 	$	47,322,000	 
	Class LC	 	(1)	 	$	51,378,000	 
	Class LD	 	(1)	 	$	20,281,000	 
	Class LE	 	(1)	 	$	16,852,000	 
	Class LF	 	(1)	 	$	21,005,000	 
	Class LG	 	(1)	 	$	27,042,000	 
	Class LH	 	(1)	 	$	12,168,000	 
	Class LJ	 	(1)	 	$	54,082,734	 
	Class LR	 	N/A(2)	 	N/A


 





 






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



 


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



 


UPPER-TIER REMIC


 


The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and 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 D, Class X-D, Class E, Class F-RR, Class G-RR, Class
H-RR and Class J-RR Certificates, 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


 


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 the aggregate initial principal amount (in the case of the Principal Balance Certificates, the “Original
Certificate Balance”), the aggregate initial notional amount (in the case of the Class X Certificates, the “Original
Notional Amount”), as applicable, for each Class of Certificates:


 






    	-2- 



     


    

 


	Class
                                         of Certificates
	 	Initial
                                         Pass-

                                         Through Rate
	 	Original
                                         Certificate 

                                         Balance, Notional 

                                         Amount



	Class A-1 Certificates	 	1.950%	 	$	18,155,000	 
	Class A-2 Certificates	 	2.945%	 	$	56,176,000	 
	Class A-3 Certificates	 	3.167%	 	$	315,000,000	 
	Class A-4 Certificates	 	3.430%	 	$	340,612,000	 
	Class A-AB Certificates	 	3.203%	 	$	27,207,000	 
	Class X-A Certificates	 	1.29036941%(1)	 	$	831,513,000	(2)
	Class X-B Certificates	 	0.501835319%(1)	 	$	98,700,000	(2)
	Class A-S Certificates	 	3.663%	 	$	74,363,000	 
	Class B Certificates	 	3.884%	 	$	47,322,000	 
	Class C Certificates	 	4.236%	 	$	51,378,000	 
	Class D Certificates	 	3.000%	 	$	20,281,000	 
	Class X-D Certificates	 	1.569067903%(1)	 	$	37,133,000	(2)
	Class E Certificates	 	3.000%	 	$	16,852,000	 
	Class F-RR Certificates	 	4.569067903%	 	$	21,005,000	 
	Class G-RR Certificates	 	4.569067903%	 	$	27,042,000	 
	Class H-RR Certificates	 	4.569067903%	 	$	12,168,000	 
	Class J-RR Certificates	 	4.569067903%	 	$	54,082,734	 
	Class R Certificates	 	N/A(3)	 	N/A


 





 






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



 


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



 


		(3)	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.



 


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 $1,081,643,735.


 


The 1999 Avenue of the
Stars Pari Passu Companion Loan, the Long Island Prime Portfolio – Uniondale Pari Passu Companion Loan, the Lafayette Pari
Passu Companion Loans, the Loma Linda Pari Passu Companion Loan, the Long Island Prime Portfolio – Melville Pari Passu Companion
Loan, the Petco Corporate Headquarters Pari Passu Companion Loan, the Olympic Tower Pari Passu Companion Loans, the 90 Fifth Avenue
Pari Passu Companion Loans, the Marriott Grand Cayman Pari Passu Companion Loans, the Shops at Boardman Pari Passu Companion Loan,
the CH2M Global Headquarters Pari Passu Companion Loan, the One West 34th Street Pari Passu Companion Loans and any AB Subordinate
Companion Loan (each a “Companion Loan” and collectively, the “Companion Loans”) are not
part of the Trust Fund, but are each secured by the applicable Mortgage that secures the related Mortgage Loan that is


 






    	-3- 



     


    

 


part
of the Trust Fund. As and to the extent provided herein, any Companion Loan (other than any Non-Serviced Companion Loan) will
be serviced and administered in accordance with this Agreement. Amounts attributable to any Companion Loan will not be part of
the Trust Fund, and (except to the extent that such amounts are payable or reimbursable to any party to this Agreement) will be
owned by the related Companion Holders.


 


The 1999 Avenue of the
Stars Whole Loan consists of the 1999 Avenue of the Stars Mortgage Loan, the 1999 Avenue of the Stars Pari Passu Companion Loan
and the 1999 Avenue of the Stars Subordinate Companion Loan. The 1999 Avenue of the Stars Mortgage Loan and the 1999 Avenue of
the Stars Pari Passu Companion Loan are pari passu with each other. The 1999 Avenue of the Stars Subordinate Companion Loan
is subordinate to the 1999 Avenue of the Stars Mortgage Loan and the 1999 Avenue of the Stars Pari Passu Companion Loan. The 1999
Avenue of the Stars Mortgage Loan is part of the Trust Fund. The 1999 Avenue of the Stars Subordinate Companion Loan and the 1999
Avenue of the Stars Pari Passu Companion Loan are not part of the Trust Fund. The 1999 Avenue of the Stars Mortgage Loan, the 1999
Avenue of the Stars Pari Passu Companion Loan and the 1999 Avenue of the Stars Subordinate Companion Loan will be serviced and
administered in accordance with the GSMS 2017-GS6 Pooling and Servicing Agreement and the 1999 Avenue of the Stars Co-Lender Agreement.


 


The Long Island Prime
Portfolio - Uniondale Whole Loan consists of the Long Island Prime Portfolio - Uniondale Mortgage Loan and the Long Island Prime
Portfolio - Uniondale Pari Passu Companion Loan. The Long Island Prime Portfolio - Uniondale Mortgage Loan and the Long Island
Prime Portfolio - Uniondale Pari Passu Companion Loan are pari passu with each other. The Long Island Prime Portfolio -
Uniondale Mortgage Loan is part of the Trust Fund. The Long Island Prime Portfolio - Uniondale Pari Passu Companion Loan is not
part of the Trust Fund. The Long Island Prime Portfolio - Uniondale Mortgage Loan and the Long Island Prime Portfolio - Uniondale
Pari Passu Companion Loan will be serviced and administered in accordance with this Agreement and the Long Island Prime Portfolio
- Uniondale 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 the GSMS
2017-GS5 Pooling and Servicing Agreement and the Lafayette Centre Co-Lender Agreement.


 


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


 






    	-4- 



     


    

 


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


 


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


 


The Olympic Tower Whole
Loan consists of the Olympic Tower Mortgage Loan, the Olympic Tower Pari Passu Companion Loans and the Olympic Tower Subordinate
Companion Loans. The Olympic Tower Mortgage Loan and the Olympic Tower Pari Passu Companion Loans are pari passu with each
other. The Olympic Tower Subordinate Companion Loans are subordinate to the Olympic Tower Mortgage Loan and the Olympic Tower Pari
Passu Companion Loans. The Olympic Tower Mortgage Loan is part of the Trust Fund. The Olympic Tower Subordinate Companion Loans
and the Olympic Tower Pari Passu Companion Loans are not part of the Trust Fund. The Olympic Tower Mortgage Loan, the Olympic Tower
Pari Passu Companion Loans and the Olympic Tower Subordinate Companion Loans will be serviced and administered in accordance with
the Olympic Tower 2017 Trust and Servicing Agreement and the Olympic Tower Co-Lender Agreement.


 


The 90 Fifth Avenue Whole
Loan consists of the 90 Fifth Avenue Mortgage Loan and the 90 Fifth Avenue Pari Passu Companion Loans. The 90 Fifth Avenue Mortgage
Loan and the 90 Fifth Avenue Pari Passu Companion Loans are pari passu with each other. The 90 Fifth Avenue Mortgage Loan
is part of the Trust Fund. The 90 Fifth Avenue Pari Passu Companion Loans are not part of the Trust Fund. The 90 Fifth Avenue Mortgage
Loan and the 90 Fifth Avenue Pari Passu Companion Loans will be serviced and administered in accordance with this Agreement and
the 90 Fifth Avenue Co-Lender Agreement.


 


The Marriott Grand Cayman
Whole Loan consists of the Marriott Grand Cayman Mortgage Loan and the Marriott Grand Cayman Pari Passu Companion Loans. The Marriott
Grand Cayman Mortgage Loan and the Marriott Grand Cayman Pari Passu Companion Loans are pari passu with each other. The Marriott
Grand Cayman Mortgage Loan is part of the Trust Fund. The Marriott Grand Cayman Pari Passu Companion Loans are not part of the
Trust Fund. The Marriott Grand Cayman Mortgage Loan and the Marriott Grand Cayman Pari Passu Companion Loans will be serviced and
administered (a) from and after the Closing Date and


 






    	-5- 



     


    

 


prior
to the related Servicing Shift Securitization Date, in accordance with (i) this Agreement and (ii) the Marriott Grand Cayman 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 Marriott Grand Cayman Pari Passu Note A-1 and (ii) the Marriott Grand
Cayman Co-Lender Agreement.


 


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


 


The One West 34th Street
Whole Loan consists of the One West 34th Street Mortgage Loan and the One West 34th Street Pari Passu Companion Loans. The One
West 34th Street Mortgage Loan and the One West 34th Street Pari Passu Companion Loans are pari passu with each other. The
One West 34th Street Mortgage Loan is part of the Trust Fund. The One West 34th Street Pari Passu Companion Loans are not part
of the Trust Fund. The One West 34th Street Mortgage Loan and the One West 34th Street Pari Passu Companion Loans will be serviced
and administered in accordance with the BANK 2017-BNK4 Pooling and Servicing Agreement and the One West 34th Street Co-Lender Agreement.


 


The CH2M Global Headquarters
Whole Loan consists of the CH2M Global Headquarters Mortgage Loan and the CH2M Global Headquarters Pari Passu Companion Loan. The
CH2M Global Headquarters Mortgage Loan and the CH2M Global Headquarters Pari Passu Companion Loan are pari passu with each
other. The CH2M Global Headquarters Mortgage Loan is part of the Trust Fund. The CH2M Global Headquarters Pari Passu Companion
Loan is not part of the Trust Fund. The CH2M Global Headquarters Mortgage Loan and the CH2M Global Headquarters Pari Passu Companion
Loan will be serviced and administered in accordance with the GSMS 2016-GS6 Pooling and Servicing Agreement and the CH2M Global
Headquarters Co-Lender Agreement.


 


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


 


Article
I



DEFINITIONS


 


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


 


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


 






    	-6- 



     


    

 


“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.


 


“90 Fifth Avenue
Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of August 21, 2017, by and between the holders of the
90 Fifth Avenue Pari Passu Companion Loans and the holder of the 90 Fifth Avenue Mortgage Loan, relating to the relative rights
of such holders of the 90 Fifth Avenue Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“90 Fifth Avenue
Mortgage Loan”: With respect to the 90 Fifth Avenue Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 11 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and is pari passu in right
of payment with the 90 Fifth Avenue Pari Passu Companion Loan to the extent set forth in the related Co-Lender Agreement.


 


“90 Fifth Avenue
Mortgaged Property”: The Mortgaged Property which secures the 90 Fifth Avenue Whole Loan.


 


“90 Fifth Avenue
Pari Passu Companion Loans”: With respect to the 90 Fifth Avenue 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 90 Fifth Avenue Mortgaged Property,
which are not included in the Trust and which are pari passu in right of payment to the 90 Fifth Avenue Mortgage Loan to the extent
set forth in the related Mortgage Loan documents and as provided in the 90 Fifth Avenue Co-Lender Agreement.


 


“90 Fifth Avenue
Whole Loan”: The 90 Fifth Avenue Mortgage Loan, together with the 90 Fifth Avenue Pari Passu Companion Loans, each of
which is secured by the same Mortgage on the 90 Fifth Avenue Mortgaged Property. References herein to the 90 Fifth Avenue Whole
Loan shall be construed to refer to the aggregate indebtedness under the 90 Fifth Avenue Mortgage Loan and the 90 Fifth Avenue
Pari Passu Companion Loans.


 


“1999 Avenue
of the Stars Co-Lender Agreement”: That certain Agreement between Noteholders, dated as of May 15, 2017, by and between
the holder of the 1999 Avenue of the Stars Pari Passu Companion Loan, the holder of the 1999 Avenue of the Stars Mortgage Loan
and the holders of the 1999 Avenue of the Stars Subordinate Companion Loan, relating to


 






    	-7- 



     


    

 


the
relative rights of such holders of the 1999 Avenue of the Stars Whole Loan, as the same may be further amended in accordance with
the terms thereof.


 


“1999 Avenue
of the Stars Mortgage Loan”: With respect to the 1999 Avenue of the Stars 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 A-3, and are pari passu in right of payment with the 1999 Avenue of the Stars Pari Passu Companion Loan to the extent
set forth in the related Co-Lender Agreement. The 1999 Avenue of the Stars Subordinate Companion Loan is subordinate to the 1999
Avenue of the Stars Mortgage Loan.


 


“1999 Avenue
of the Stars Mortgaged Property”: The Mortgaged Property which secures the 1999 Avenue of the Stars Whole Loan.


 


“1999 Avenue
of the Stars Pari Passu Companion Loan”: With respect to the 1999 Avenue of the Stars Whole Loan, the Companion Loan
evidenced by the promissory note A-1 made by the related Mortgagor and secured by the Mortgage on the 1999 Avenue of the Stars
Mortgaged Property, which is not included in the Trust and which is pari passu in right of payment to the 1999 Avenue of
the Stars Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the 1999 Avenue of the
Stars Co-Lender Agreement.


 


“1999 Avenue
of the Stars Subordinate Companion Loan”: With respect to the 1999 Avenue of the Stars Whole Loan, collectively, the
Companion Loans evidenced by the promissory notes B-1, B-2, B-3 and B-4 made by the related Mortgagor and secured by the Mortgage
on the 1999 Avenue of the Stars Mortgaged Property, which are not included in the Trust and which are subordinate in right of payment
to the 1999 Avenue of the Stars Mortgage Loan and the 1999 Avenue of the Stars Pari Passu Companion Loan to the extent set forth
in the related Mortgage Loan documents and as provided in the 1999 Avenue of the Stars Co-Lender Agreement.


 


“1999 Avenue
of the Stars Whole Loan”: The 1999 Avenue of the Stars Mortgage Loan, together with the 1999 Avenue of the Stars Pari
Passu Companion Loan and the 1999 Avenue of the Stars Subordinate Companion Loan, each of which is secured by the same Mortgage
on the 1999 Avenue of the Stars Mortgaged Property. References herein to the 1999 Avenue of the Stars Whole Loan shall be construed
to refer to the aggregate indebtedness under the 1999 Avenue of the Stars Mortgage Loan, the 1999 Avenue of the Stars Pari Passu
Companion Loan and the 1999 Avenue of the Stars Subordinate Companion Loan.


 


“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


 






    	-8- 



     


    

 


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 1999 Avenue
of the Stars Co-Lender Agreement and the Olympic Tower 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 1999 Avenue of the Stars Mortgage Loan and the Olympic Tower Mortgage Loan are AB Mortgage
Loans.


 


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


 


“AB Subordinate
Companion Loan”: With respect to any AB Whole Loan, the related companion loan(s) evidenced by the related promissory
note made by the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included in the
Trust 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 1999 Avenue of the Stars Subordinate Companion Loan and
the Olympic Tower Subordinate Companion Loans 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 1999
Avenue of the Stars Whole Loan and the Olympic Tower Whole Loan are AB Whole Loans.


 


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


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan,
a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related Mortgagor
to maintain with respect to the related Mortgaged Property specific insurance


 






    	-9- 



     


    

 


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 a Control Termination Event has occurred and is continuing (or other
than with respect to any Excluded Loan), with the consent of the Directing Holder (and after a Control Termination Event has occurred,
but prior to the occurrence of a Consultation Termination Event (or other than with respect to any Excluded Loan), after consultation
with the Directing Holder as provided in Section 6.08 hereof)), that either (a) such insurance is not available at
commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar to the
related Mortgaged Property and located in or around the region in which such related Mortgaged Property is located, or (b) such
insurance is not available at any rate; provided, however, that the Directing Holder will not have more than thirty
(30) days to respond to the 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, 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.


 


“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.


 






    	-10- 



     


    

 


“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).


 


“Advisers Act”:
As defined in Section 5.03(t).


 


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


 


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


 


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


 


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


 


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


 


“Applicable
Laws”: As defined in Section 8.15.


 


“Applicable
State and Local Tax Law”: For purposes hereof, the Applicable State and Local Tax Law shall be (a) the tax laws
of the State of New York; and (b) such other state or local tax laws whose applicability shall have been brought to the attention
of the Trustee and the


 






    	-11- 



     


    

 


Certificate
Administrator by either (i) an Opinion of Counsel delivered to it, or (ii) written notice from the appropriate taxing
authority as to the applicability of such state or local tax laws.


 


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


 


“Appraisal Reduction
Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any Serviced
Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the Special Servicer (prior
to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan or Serviced Whole Loan other than
an Excluded Loan) in consultation with the Directing Holder, and 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


 






    	-12- 



     


    

 


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, 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.


 






    	-13- 



     


    

 


“Appraisal Reduction
Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), or Serviced Whole Loan, the earliest
of (i) the date on which a reduction in the amount of Periodic Payments on such Mortgage Loan or related Companion Loan, as
applicable, or a change in any other material economic term of such Mortgage Loan or related Companion Loan, as applicable, (other
than an extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage Loan or related Companion
Loan, as applicable, by the 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 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.


 


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


 


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


 






    	-14- 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“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).


 






    	-15- 



     


    

 


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


 


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


 


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


 


“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):


 






    	-16- 



     


    

 


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


 


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


 






    	-17- 



     


    

 


(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.


 


“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.


 


“BANK 2017-BNK4
Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of April 1, 2017, among Wells Fargo Commercial
Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC,
as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association,
as trustee, and Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer, as from time to time amended,
supplemented or modified relating to the issuance of the BANK 2017-BNK4, Commercial Mortgage Pass-Through Certificates, Series
2017-BNK4.


 


“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, Class D and Class E Certificates,
a fraction (a) whose numerator is the greater of (x) zero and (y) the difference between (i) the Pass-Through
Rate on such Class of Certificates, and (ii) the discount rate used in accordance with the related Mortgage Loan documents
in calculating the Yield Maintenance Charge with respect to such Principal Prepayment and (b) whose denominator is the greater
of (x) zero and (y) the difference between (i) the Mortgage Rate on such Mortgage Loan (or with respect to any Mortgage Loan
that is part of a Serviced Whole Loan, the Mortgage Rate of such Serviced Whole Loan), and (ii) the discount rate used in
accordance with the related Mortgage Loan documents in calculating the Yield Maintenance Charge with respect to such Principal
Prepayment. However, (1) under no circumstances shall the Base Interest Fraction be greater than one or less than zero, (2) if
such discount rate is greater than or equal to the Mortgage Rate on such Mortgage Loan or Serviced Whole Loan, and is greater than
or equal to the Pass-Through Rate on such Class of Certificates, then the Base Interest Fraction will equal zero and (3) if
the discount rate is greater than or equal to the Mortgage Rate on such Mortgage Loan or Serviced Whole Loan, and is less than
the Pass-Through Rate on such Class of Certificates, then the Base Interest Fraction will be one (1).


 






    	-18- 



     


    

 


The
Master Servicer shall provide to the Certificate Administrator the discount rate referenced above for purposes of calculating
the Base Interest Fraction.


 


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


 


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


 


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


 


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


 


“Borrower-Related
Party”: As defined in Section 3.31(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.


 


“Cayman Agent”:
Wells Fargo Bank, National Association, solely for the purpose of acting as holder of record on the Mortgage for the Marriott Grand
Cayman Mortgage Loan. Wherever provided herein, any action of the Cayman Agent shall only be taken at the direction of the Trustee,
and it shall not have any discretion to act on its own.


 


“CCRE”:
Cantor Commercial Real Estate Lending, L.P.


 


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


 






    	-19- 



     


    

 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2017-GS7, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


“Certificate
Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate administrator, 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 0.00625% 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.


 


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


 


“Certificate
Balance”: With respect to any Class of Principal Balance Certificates, (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
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


 






    	-20- 



     


    

 


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 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.


 


“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.


 






    	-21- 



     


    

 


“CH2M Global
Headquarters Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of May 1, 2017, by and between the holder
of the CH2M Global Headquarters Pari Passu Companion Loan and the holder of the CH2M Global Headquarters Mortgage Loan, relating
to the relative rights of such holders of the CH2M Global Headquarters Whole Loan, as the same may be further amended in accordance
with the terms thereof.


 


“CH2M Global
Headquarters Mortgage Loan”: With respect to the CH2M Global Headquarters Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 19 on the Mortgage Loan Schedule), which is designated as promissory note A-2,
and is pari passu in right of payment with the CH2M Global Headquarters Pari Passu Companion Loan to the extent set forth
in the related Co-Lender Agreement.


 


“CH2M Global
Headquarters Mortgaged Property”: The Mortgaged Property which secures the CH2M Global Headquarters Whole Loan.


 


“CH2M Global
Headquarters Pari Passu Companion Loan”: With respect to the CH2M Global Headquarters Whole Loan, the Companion Loan
evidenced by the related promissory note made by the related Mortgagor and secured by the Mortgage on the CH2M Global Headquarters
Mortgaged Property, which are not included in the Trust and which is pari passu in right of payment to the CH2M Global Headquarters
Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the CH2M Global Headquarters Co-Lender
Agreement.


 


“CH2M Global
Headquarters Whole Loan”: The CH2M Global Headquarters Mortgage Loan, together with the CH2M Global Headquarters Pari
Passu Companion Loan, each of which is secured by the same Mortgage on the CH2M Global Headquarters Mortgaged Property. References
herein to the CH2M Global Headquarters Whole Loan shall be construed to refer to the aggregate indebtedness under the CH2M Global
Headquarters Mortgage Loan and the CH2M Global Headquarters Pari Passu Companion Loan.


 


“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.


 


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


 


“Class A-1
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of
1.950%.


 


“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.


 






    	-22- 



     


    

 


“Class A-2
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of
2.945%.


 


“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
3.167%.


 


“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
3.430%.


 


“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
3.203%.


 


“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 a fixed rate of
3.663%.


 


“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) 3.884%.


 


“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.


 






    	-23- 



     


    

 


“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) 4.236%.


 


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


 


“Class D
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.000%.


 


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


 


“Class E Pass-Through
Rate”: With respect to any Distribution Date,  a per annum rate equal to a fixed rate of 3.000%.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-24- 



     


    

 


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.


 






    	-25- 



     


    

 


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


 


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


 


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


 


“Class LJ 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-18 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 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.


 






    	-26- 



     


    

 


“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 aggregate of the Certificate Balances of the Class B and
Class C 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 weighted average of the
Pass-Through Rates on the Class B and Class C 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-B Certificates
for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


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


 


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


 


“Class X-D
Pass-Through Rate”: The Pass-Through Rate for Class X-D Certificates for any Distribution Date will equal the excess,
if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the weighted average of the
Pass-Through Rates of the Class D and Class E 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-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”:
August 24, 2017.


 


“CMBS”:
Commercial mortgage-backed securities.


 


“Co-Lender Agreement”:
Each of the 1999 Avenue of the Stars Co-Lender Agreement, the Long Island Prime Portfolio – Uniondale Co-Lender Agreement,
the Lafayette Centre Co-Lender Agreement, the Loma Linda Co-Lender Agreement, the Long Island Prime Portfolio – Melville
Co-Lender Agreement, the Petco Corporate Headquarters Co-Lender Agreement, the Olympic Tower Co-Lender Agreement, the 90 Fifth
Avenue Co-Lender Agreement, the Marriott Grand Cayman Co-Lender Agreement, the Shops at Boardman Co-Lender Agreement, the One West
34th Street Co-Lender Agreement, the CH2M Global Headquarters 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


 






    	-27- 



     


    

 


mezzanine
indebtedness or any future mezzanine indebtedness permitted under the related Mortgage Loan documents.


 


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


 


“Collateral
Deficiency Amount” With respect to any AB Modified Loan as of any date of determination, the excess of (i) the Stated
Principal Balance of such AB Modified Loan (taking into account the related junior note(s) included therein), over (ii) the sum
of (in the case of a Whole Loan, solely to the extent allocable to the subject Mortgage Loan) (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, which shall be entitled “Wells Fargo Bank,
National Association, as Master Servicer on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the
registered holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7,
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


 






    	-28- 



     


    

 


the
Mortgage Loans or any related Whole Loan relating to such Collection Period on the Business Day immediately following such day
shall be deemed to have been received during such Collection Period and not during any other Collection Period.


 


“Commission”:
The Securities and Exchange Commission.


 


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


 


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


 


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


 


“Companion Loan
Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Serviced Companion
Loan or any related REO Property as to which any Serviced Companion Loan Securities exist (including, but not limited to, the replacement
of a Master Servicer or the 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 the 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


 






    	-29- 



     


    

 


Excesses
received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (other than any Non-Serviced
Mortgage Loan) (and, so long as a Serviced Whole Loan is serviced hereunder, any related Serviced Whole Loan) subject to such
prepayment and (C) to the extent earned on principal prepayments, net investment earnings payable to the Master Servicer for such
Collection Period received by the Master Servicer during such Collection Period with respect to the Mortgage Loan (other than
any Non-Serviced Mortgage Loan) (and, so long as a Whole Loan is serviced hereunder, any related Serviced Whole Loan), as applicable,
subject to such prepayment. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest
Shortfalls be cumulative. However, if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan (other than any Non-Serviced
Mortgage Loan) or Serviced Whole Loan as a result of the Master Servicer’s allowing the related Mortgagor to deviate (a
“Prohibited Prepayment”) from the terms of the related Mortgage Loan documents regarding Principal Prepayments
(other than (V) a Non-Serviced Mortgage Loan, (W) subsequent to a default under the related Mortgage Loan documents or if the
Mortgage Loan is a Specially Serviced Mortgage Loan, (X) pursuant to applicable law or a court order or otherwise in such circumstances
where the Master Servicer is required to accept such Principal Prepayment in accordance with the Servicing Standard, (Y) at the
request or with the consent of the 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 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), 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 H-RR Certificates is the majority Controlling Class Certificateholder and has irrevocably waived
its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder, and such rights have not
been reinstated to a successor Controlling Class Certificateholder pursuant to Section 3.23(l); provided, that
no Consultation Termination Event resulting solely from the operation of clause (ii) shall be deemed to have existed or
be in continuance with respect to a successor Holder of Class H-RR Certificates that has not irrevocably waived its right to exercise
any of the rights of the Controlling Class Certificateholder, or (iii) such Mortgage Loan or Whole Loan is an Excluded
Loan; provided that, no Consultation Termination Event may occur
with respect to the Loan-Specific Directing Holder related to the Servicing Shift Whole Loan and the term “Consultation Termination
Event” shall not be applicable to the Loan-Specific Directing Holder related to such Servicing Shift Whole Loan; provided,
 further, if at any time, the Certificate Balance of the Class


 






    	-30- 



     


    

 


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-RR and
Class G-RR 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 H-RR and Class J-RR Certificates.


 


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


 






    	-31- 



     


    

 


“Controlling
Class Certificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling
Class as determined by the Certificate Registrar, from time to time, upon request by any party hereto. The Trustee, the Master
Servicer, 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 H, 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 Marriott Grand Cayman Pari Passu Note A-1 shall be a Controlling Companion Loan related
to the Trust.


 






    	-32- 



     


    

 


“Corporate Trust
Office”: The principal corporate trust offices of the Trustee and the Certificate Administrator at which at any particular
time its corporate trust business with respect to this Agreement shall be administered, which offices at the date of the execution
of this Agreement are located (i) with respect to the Trustee, at 1100 North Market Street, Wilmington, Delaware 19890, Attention:
CMBS Trustee GS 2017-GS7 and (ii) with respect to the Certificate Administrator, 9062 Old Annapolis Road, Columbia, Maryland 21045,
Attention: GS 2017-GS7, provided that, for certificate transfer purposes, it is located at 600 South 4th Street,
7th Floor, MAC: N9300-070, Minneapolis, Minnesota 55479, Attention: CTS – Certificate Transfers GS 2017-GS7.


 


“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


 






    	-33- 



     


    

 


therein, or such other form for the presentation of such information as
may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-34- 



     


    

 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“CREFC®
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”


 






    	-37- 



     


    

 


available
as of the Closing Date on the CREFC® Website, or in such other form for the presentation of such information and
containing such additional information as may from time to time be adopted by the CREFC® for commercial mortgage-backed
securities transactions and is reasonably acceptable to the Master Servicer.


 


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


 


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


 






    	-38- 



     


    

 


from
exercising enforcement rights against the Primary Collateral for any Crossed Underlying Loan(s) remaining in the Trust (while
the Trust forbears from exercising enforcement rights against the Primary Collateral for the Mortgage Loan removed from the Trust)
and (v) (other than with respect to any Excluded Loan) unless a Control Termination Event has occurred and is continuing,
the Directing Holder shall have consented to the repurchase or substitution of the affected Crossed Underlying Loan, which consent
shall not be unreasonably withheld, conditioned or delayed.


 


“Cumulative
Appraisal Reduction Amount”: As of any date of determination, 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 August 2017, or with respect to any Mortgage
Loan that has its first Due Date in September 2017, the date that would have otherwise been the related Due Date in August 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).


 






    	-39- 



     


    

 


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


 


“Defaulted Mortgage
Loan”: A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent at least
sixty (60) days in respect of its Periodic Payments or delinquent in respect of its Balloon Payment, if any; provided that in respect
of a Balloon Payment, such period shall be 120 days after the related Maturity Date if the related Mortgagor has provided the 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 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.


 






    	-40- 



     


    

 


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


 


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


 


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


 


“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;


 






    	-41- 



     


    

 


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


 


(8)          legal
description of the related Mortgaged Property;


 


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


 


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


 


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


 


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


 


(13)       the
related Mortgagor tax ID;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-42- 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


(vii)        the
related loan agreement, if any;


 


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


 


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


 


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


 






    	-43- 



     


    

 


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


 


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


 


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


 


(xiv)       any
related environmental insurance policy;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-44- 



     


    

 


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


 


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


 


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


 


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


 


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


 


(k)           a
copy of all zoning reports;


 


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


 


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


 


(n)           a
copy of all UCC searches;


 


(o)           a
copy of all litigation searches;


 


(p)           a
copy of all bankruptcy searches;


 


(q)           a
copy of any origination settlement statement;


 


(r)            a
copy of the insurance summary report;


 


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


 


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


 


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


 


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


 


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


 






    	-45- 



     


    

 


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


 


“Directing Holder”:
means:


 


(a)           with
respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan or any Servicing Shift Mortgage Loan) or 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).


 






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“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 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 are outstanding or any
Person having


 






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an
Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under
the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person.
The terms “United States,” “State” and “international organization” shall have the meanings
set forth in Section 7701 of the Code or successor provisions.


 


“Distribution
Accounts”: Collectively, the Upper-Tier REMIC Distribution Account 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 September 2017. The initial
Distribution Date shall be September 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.


 






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“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee or the Certificate Administrator), (A) the long-term unsecured debt obligations of which
are rated at least “Aa3” by Moody’s, if the deposits are to be held in such account for thirty (30) days or more,
and the short-term debt obligations of which have a short-term rating of not less than “P-1” from Moody’s, if
the deposits are to be held in such account for less than thirty (30) days and (B) the long-term unsecured debt obligations of
which are rated at least “A+” by Fitch, if the deposits are to be held in such account for thirty (30) days or more,
and the short-term debt obligations of which have a short-term rating of not less than “F1” from Fitch, if the deposits
are to be held in such account for less than thirty (30) days; (ii) an account or accounts maintained with Wells Fargo Bank, National
Association so long as Wells Fargo Bank, National Association’s long-term unsecured debt or deposit rating shall be at least
“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 short-term deposit or short-term unsecured debt rating shall be at least,
“P-1” by Moody’s and “F1” by Fitch (if the deposits are to be held in the account for 30 days or
less); (iii) 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


 






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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 or any of their respective Risk Retention Affiliates, (d) has not performed (and is not affiliated
with any party hired to perform) any due diligence, loan underwriting, brokerage, borrower advisory or similar services with respect
to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or on behalf of the Mortgage Loan Seller, any
Underwriter, any party to this Agreement, the Controlling Class Representative or the Directing Holder or any of their respective
Affiliates, or have been paid any fees, compensation or other remuneration by any of them in connection with any such services,
and (e) that does not directly or indirectly, through one or more Affiliates or otherwise, own any interest in any Certificates,
any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest in
the securitization transaction to which this Agreement relates, other than in fees from its role as Asset Representations Reviewer
(or as Operating Advisor, if applicable).


 


“Eligible Operating
Advisor”: An institution (a) that is a special servicer or operating advisor on a commercial mortgage-backed securities
transaction rated by the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has not been special
servicer or operating advisor on a transaction for which any Rating Agency has qualified, downgraded or withdrawn its rating or
ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer or operating
advisor as the sole or a material factor in such rating action; (b) that can and will make the representations and warranties of
the Operating Advisor set forth in Section 6.01(c) of this Agreement, 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 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).


 






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“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 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.


 


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


 


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


 


“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 G-RR, Class H-RR and Class J-RR 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, 


 






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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 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.


 






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“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 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 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 Excluded Loan and an Excluded Controlling Class Loan. Additionally,
any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially in the form of Exhibit
P-1F hereto, which notice shall provide each of the CTSLink User ID associated with such Excluded Controlling Class Holder,
and which notice shall direct the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access
to the Certificate Administrator’s Website as and to the extent provided in this Agreement. As of the Closing Date, there
are no Excluded Controlling Class Holders related to the Trust.


 


“Excluded
Controlling Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination,
the Controlling Class Representative or any Controlling Class Certificateholder 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


 






    	-53- 



     


    

 


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 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) is a Borrower Party. For the avoidance of doubt, any Excluded Loan is also an Excluded Controlling
Class Loan. As of the Closing Date, there are no Excluded Loans related to the Trust.


 


“Excluded
Special Servicer”: With respect any Excluded Special Servicer Loan, a replacement special servicer that is not a Borrower
Party and satisfies all of the eligibility requirements applicable to the 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 Excluded Special Servicer
supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information
and reports designated as Excluded Special Servicer Information by the 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, 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 with respect
to such Specially Serviced Loan required to be delivered by the Special Servicer by the Initial Delivery Date or any Subsequent
Asset Status Report, in each


 






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case, in the form fully approved or deemed approved, if applicable, by the Directing Holder pursuant
to the Directing Holder Approval Process or following completion of the ASR Consultation Process, as applicable, and labeled or
otherwise communicated as being “final”. For the avoidance of doubt, the 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 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 Section 3.07(b), will ultimately be recoverable. With
respect to all Mortgage Loans other than the Excluded Loans, prior to the occurrence and continuance of any Control Termination
Event, the Directing Holder shall have ten (10) Business Days to review and approve each such recovery determination by the
Special Servicer; provided, however, that if the Directing Holder fails to approve or disapprove any recovery determination
within ten (10) Business Days of receipt of the initial recovery determination, such consent shall be deemed given.


 


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


 


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


 






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“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,
which shall initially be entitled “Wells Fargo Bank, National Association, as Master Servicer on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Pass-Through Certificates, Series 2017-GS7, 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.


 


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


 


“GSMS
2017-GS5 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated 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
and 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 2017-GS5, Commercial Mortgage Pass-Through
Certificates, Series 2017-GS5.


 


“GSMS
2017-GS6 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of May 1, 2017, among GS Mortgage
Securities Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer
and 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, as from time to time amended, supplemented or modified relating
to the issuance of the GS Mortgage Securities Trust 2017-GS6, Commercial Mortgage Pass-Through Certificates, Series 2017-GS6.


 






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“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 F-RR, Class G-RR, H-RR and Class J-RR 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 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 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 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 Servicer, the Directing Holder, the Controlling Class Representative, the Companion
Holders or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any Class of securities issued
by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Directing Holder, 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


 






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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. LLC, Academy Securities, Inc. and Drexel Hamilton, LLC.


 


“Initial
Requesting Holder”: The first Certificateholder or Certificate Owner to deliver a Repurchase Request as described in
Section 2.03(i) with respect to a Mortgage Loan. 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 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.


 






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“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, if any, with respect to such Class of Certificates for such Distribution Date, less (B) any
Excess Prepayment Interest Shortfall allocated to such Class of Certificates on such Distribution Date.


 


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


 



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Certificates
for such Distribution Date and the denominator of which is the aggregate Interest Accrual Amounts for all Classes of Regular Certificates
for such Distribution Date.


 


“Interest
Reserve Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate
Administrator pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate
Administrator on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of GS
Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7, 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, 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.


 


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


 


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


 


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


 


“Investor
Certification”: A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit
P-1B, Exhibit P-1C and Exhibit P-1D to this Agreement or in the form of an electronic certification contained
on the Certificate Administrator’s Website (which may be a click-through confirmation), representing (i) that such
Person executing the certificate is a Certificateholder, the Directing Holder (to the extent such Person is not a Certificateholder),
a beneficial owner of a Certificate, a prospective purchaser of


 






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a Certificate or a Companion Holder (or any investment advisor
or manager of the foregoing), (ii) that either (a) such Person is not a Borrower Party, in which case such Person shall have
access to all the reports and information made available to Certificateholders via the Certificate Administrator’s Website
hereunder, or (b) such Person is a Borrower Party in which case (1) if such Person is the Directing Holder 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 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. 3 on the Mortgage Loan Schedule), which is designated as promissory note A-3, 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.


 






    	-61- 



     


    

 


“Lafayette
Centre Pari Passu Companion Loans”: With respect to the Lafayette Centre Whole Loan, the Companion Loans evidenced by
the related promissory notes A-1 and A-2 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 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


 






    	-62- 



     


    

 


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 Loan) 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 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,


 






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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 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.


 






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“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 Marriott Grand Cayman Whole Loan will initially be CCRE or its affiliate, as the holder of
the related Controlling Companion Loan.


 


“Loma
Linda Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of June 28, 2017, by and between the holder of
the Loma Linda Pari Passu Companion Loan and the holder of the Loma Linda Mortgage Loan, relating to the relative rights of such
holders of the Loma Linda Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


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


 


“Loma
Linda Mortgaged Property”: The Mortgaged Property which secures the Loma Linda Whole Loan.


 


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


 


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


 


“Long
Island Prime Portfolio - Melville Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of June 6, 2017,
by and between the holder of the Long Island Prime Portfolio - Melville Pari Passu Companion Loan and the holder of the Long Island
Prime Portfolio - Melville Mortgage Loan, relating to the relative rights of such holders of the Long Island Prime Portfolio -
Melville Whole Loan, as the same may be further amended in accordance with the terms thereof.


 






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


 


“Long
Island Prime Portfolio - Melville Mortgaged Property”: The Mortgaged Property which secures the Long Island Prime Portfolio
- Melville Whole Loan.


 


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


 


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


 


“Long
Island Prime Portfolio - Uniondale Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of June 6, 2017,
by and between the holders of the Long Island Prime Portfolio - Uniondale Pari Passu Companion Loans and the holder of the Long
Island Prime Portfolio - Uniondale Mortgage Loan, relating to the relative rights of such holders of the Long Island Prime Portfolio
- Uniondale Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“Long
Island Prime Portfolio - Uniondale Mortgage Loan”: With respect to the Long Island Prime Portfolio - Uniondale 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-1-1, and is pari passu in right of payment with the Long Island Prime Portfolio - Uniondale
Pari Passu Companion Loans to the extent set forth in the related Co-Lender Agreement.


 


“Long
Island Prime Portfolio - Uniondale Mortgaged Property”: The Mortgaged Property which secures the Long Island Prime Portfolio
- Uniondale Whole Loan.


 


“Long
Island Prime Portfolio - Uniondale Pari Passu Companion Loans”: With respect to the Long Island Prime Portfolio - Uniondale
Whole Loan, the Companion Loans evidenced by the related promissory notes A-1-2, A-2-1 and A-2-2 made by the related Mortgagor
and secured by the Mortgage on the Long Island Prime Portfolio - Uniondale


 






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Mortgaged Property, which are not included in the Trust
and which are pari passu in right of payment to the Long Island Prime Portfolio - Uniondale Mortgage Loan to the extent set forth
in the related Mortgage Loan documents and as provided in the Long Island Prime Portfolio - Uniondale Co-Lender Agreement.


 


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


 


“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 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(d), respectively.


 


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


 


“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 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, which shall initially
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator on behalf of Wilmington


 






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Trust, National
Association, as Trustee, for the benefit of the registered holders of GS Mortgage Securities Corporation II, Commercial Mortgage
Pass-Through Certificates, Series 2017-GS7, Lower-Tier REMIC Distribution Account”. Any such account, accounts or sub-accounts
shall be an Eligible Account.


 


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


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


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


 


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


 


“Marriott
Grand Cayman Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of July 27, 2017, by and between the holder
of the Marriott Grand Cayman Pari Passu Companion Loans and the holder of the Marriott Grand Cayman Mortgage Loan, relating to
the relative rights of such holders of the Marriott Grand Cayman Whole Loan, as the same may be further amended in accordance
with the terms thereof.


 


“Marriott
Grand Cayman Mortgage Loan”: With respect to the Marriott Grand Cayman Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 22 on the Mortgage Loan Schedule), which is designated as promissory note A-3,
and is pari passu in right of payment with the Marriott Grand Cayman Pari Passu Companion Loans to the extent set forth
in the related Co-Lender Agreement.


 


“Marriott
Grand Cayman Mortgaged Property”: The Mortgaged Property which secures the Marriott Grand Cayman Whole Loan.


 


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


 


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


 






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“Marriott
Grand Cayman Pooling and Servicing Agreement”: This Agreement, for so long as the Marriott Grand Cayman 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 Marriott Grand Cayman Pari Passu Note A-1.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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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 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, (i) endorsed (without recourse, representation or warranty, express or
implied) to the order of “Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders
of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7”, or (ii) in the
case of the Marriott Grand Cayman Mortgage Loan, endorsed (without recourse, representation or warranty, express or implied) to
the order of “Wells Fargo Bank, National Association, as Cayman Agent, for the benefit of the registered holders of GS Mortgage
Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7”, 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;


 






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(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 (i) “Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, Series 2017-GS7” or (ii) in the case of the Marriott Grand Cayman Mortgage Loan, “Wells Fargo Bank,
National Association, as Cayman Agent, for the benefit of the registered holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Pass-Through Certificates, Series 2017-GS7” 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 or Cayman
Agent, as applicable, for the benefit of the registered holders of the Certificates and the holder of the related Companion Loan,
as their interests may appear;


 


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


 


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


 


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


 


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


 


(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;


 






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(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 or Cayman Agent, as applicable, for
the benefit of the Certificateholders and the holder of the related Companion Loan, as their interests may appear;


 


(14)     any
filed copies (bearing evidence of filing) or evidence of filing of any 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 or Cayman Agent, as applicable,
and an original UCC-3 assignment thereof, in form suitable for filing, in favor of the Trustee or Cayman Agent, as applicable,
(or, in each case, a copy thereof, certified to be the copy of such assignment submitted or to be submitted for filing);


 


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


 


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


 


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


 


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


 


(19)     copies
of any franchise agreement, property management agreement or hotel management agreement and related comfort letters (together
with (i) copies of any notices of transfer that are necessary to transfer or assign to the issuing entity or the Trustee or Cayman
Agent, as applicable, 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 or Cayman
Agent, as applicable, 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;


 






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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 or Cayman Agent, as applicable, 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 or Cayman Agent, as applicable, shall
hold such record title for the benefit of the Trust as the holder of the related Mortgage Loan and the related Companion Holder(s)
collectively and (ii) any efforts undertaken by the Trustee, the Master Servicer, or the 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 and the Cayman Agent, as applicable, pursuant to Section


 



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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;


 


(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;


 






    	-74- 



     


    

 


(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


 


(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.


 






    	-75- 



     


    

 


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


 


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


 


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


 


“Net
Mortgage Rate”: With respect to each Mortgage Loan (including a Non-Serviced Mortgage Loan) 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


 



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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).


 


“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 Trustee. 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


 



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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 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.
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


 






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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 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 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


 






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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). 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. 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 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


 






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


 


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


 


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


 


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


 


“Non-Serviced
Companion Loan”: The 1999 Avenue of the Stars Pari Passu Companion Loan, the 1999 Avenue of the Stars Subordinate Companion
Loan, the Lafayette


 






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Centre Pari Passu Companion Loans, the Olympic Tower Pari Passu Companion Loans, the Olympic Tower Subordinate
Companion Loans, the Marriott Grand Cayman Pari Passu Companion Loans (on or after the related Servicing Shift Securitization
Date), One West 34th Street Pari Passu Companion Loans and the CH2M Global Headquarters Pari Passu Companion Loan.


 


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


 


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


 


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


 


“Non-Serviced
Co-Lender Agreement”: The 1999 Avenue of the Stars Co-Lender Agreement, the Lafayette Centre Co-Lender Agreement, the
Olympic Tower Co-Lender Agreement, the Marriott Grand Cayman Co-Lender Agreement (on or after the related Servicing Shift Securitization
Date), One West 34th Street Co-Lender Agreement and the CH2M Global Headquarters Co-Lender Agreement.


 


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


 


“Non-Serviced
Mortgage Loan”: The 1999 Avenue of the Stars Mortgage Loan, the Lafayette Centre Mortgage Loan, the Olympic Tower Mortgage
Loan, the Marriott Grand Cayman Mortgage Loan (on or after the related Servicing Shift Securitization Date), the One West 34th
Street Mortgage Loan and the CH2M Global Headquarters Mortgage Loan.


 


“Non-Serviced
Mortgaged Property”: The 1999 Avenue of the Stars Mortgaged Property, the Lafayette Centre Mortgaged Property, the Olympic
Tower Mortgaged Property, the Marriott Grand Cayman Mortgaged Property (on or after the related Servicing Shift Securitization
Date), the One West 34th Street Mortgaged Property and the CH2M Global Headquarters 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 Lafayette Centre Whole Loan, the GSMS 2017-GS5 Pooling and Servicing Agreement,
(ii) the 1999 Avenue of the Stars Whole Loan and the CH2M Global Headquarters Whole Loan, the GSMS 2017-GS6 Pooling and Servicing
Agreement, (iii) the One West 34th Street Whole Loan, the BANK 2017-BNK4 Pooling and Servicing Agreement, (iv) the Olympic Tower
Whole Loan, the Olympic Tower 2017-OT Trust and Servicing Agreement and (v) the Marriott Grand Cayman Whole


 






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Loan, on and after
the related Servicing Shift Securitization Date, the Marriott Grand Cayman Pooling and Servicing Agreement.


 


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


 


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


 


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


 


“Non-Serviced
Whole Loan”: The 1999 Avenue of the Stars Whole Loan, the Lafayette Centre Whole Loan, the Olympic Tower Whole Loan,
the Marriott Grand Cayman Whole Loan (on or after the related Servicing Shift Securitization Date), the One West 34th Street Whole
Loan and the CH2M Global Headquarters Whole Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“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 and Class X-B Certificates.


 


“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.


 


“Olympic
Tower 2017-OT Trust and Servicing Agreement”: The trust and servicing agreement, dated as of May 6, 2017, among Deutsche
Mortgage & Asset Receiving Corporation, as depositor, KeyBank National Association, as master servicer and as special servicer,
and Wells Fargo Bank, National Association, as certificate administrator and as trustee, as from time to time amended, supplemented
or modified relating to the issuance of the Olympic Tower 2017-OT Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2017-OT.


 


“Olympic
Tower Co-Lender Agreement”: That certain Agreement between Noteholders, dated as of May 6, 2017, by and between the
holders of the Olympic Tower Pari Passu Companion Loans, the holder of the Olympic Tower Mortgage Loan and the holders of the
Olympic Tower Subordinate Companion Loans, relating to the relative rights of such holders of the Olympic Tower Whole Loan, as
the same may be further amended in accordance with the terms thereof.


 


“Olympic
Tower Mortgage Loan”: With respect to the Olympic Tower Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 9 on the Mortgage Loan Schedule), which is designated as promissory notes A-2-C1, and is
pari passu in right of payment with the Olympic Tower Pari Passu Companion Loans to the extent set forth in the related
Co-Lender Agreement. The Olympic Tower Subordinate Companion Loans are subordinate to the Olympic Tower Mortgage Loan.


 


“Olympic
Tower Mortgaged Property”: The Mortgaged Property which secures the Olympic Tower Whole Loan.


 


“Olympic
Tower Pari Passu Companion Loans”: With respect to the Olympic Tower Whole Loan, the Companion Loans evidenced by the
promissory notes A-1-S, A-2-S, A-3-S, A-1-C1, A-1-C2, A-1-C3, A-1-C4, A-1-C5, A-2-C2 and A-3-C made by the related Mortgagor and
secured by the Mortgage on the Olympic Tower Mortgaged Property, which are not included in the Trust and which are pari passu
in right of payment to the Olympic Tower Mortgage Loan to the extent set forth in the related Mortgage Loan documents and
as provided in the Olympic Tower Co-Lender Agreement.


 


“Olympic
Tower Subordinate Companion Loans”: With respect to the Olympic Tower Whole Loan, the Companion Loans evidenced by the
promissory notes B-1, B-2 and B-3 made by the related Mortgagor and secured by the Mortgage on the Olympic Tower Mortgaged Property,
which are not included in the Trust and which are subordinate in right of payment to the Olympic Tower Mortgage Loan and the Olympic
Tower Pari Passu Companion Loans to the


 






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extent set forth in the related Mortgage Loan documents and as provided in the Olympic
Tower Co-Lender Agreement.


 


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


 


“One
West 34th Street Co-Lender Agreement”: That certain Amended and Restated Agreement between Note Holders, dated as of
May 15, 2017, by and among the holder of the One West 34th Street Pari Passu Companion Loans and the holder of the One West 34th
Street Mortgage Loan, relating to the relative rights of such holders of the One West 34th Street Whole Loan, as the same may
be further amended in accordance with the terms thereof.


 


“One
West 34th Street Mortgage Loan”: With respect to the One West 34th Street Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 28 on the Mortgage Loan Schedule), which is designated as promissory note A-3-2,
and is pari passu in right of payment with the One West 34th Street Pari Passu Companion Loans to the extent set forth
in the related Co-Lender Agreement.


 


“One
West 34th Street Mortgaged Property”: The Mortgaged Property which secures the One West 34th Street Whole Loan.


 


“One
West 34th Street Pari Passu Companion Loans”: With respect to the One West 34th Street Whole Loan, the Companion Loans
evidenced by the related promissory notes A-1, A-2 and A-3-1 made by the related Mortgagor and secured by the Mortgage on the
One West 34th Street Mortgaged Property, which are not included in the Trust and which are pari passu in right of payment
to the One West 34th Street Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the
One West 34th Street Co-Lender Agreement.


 


“One
West 34th Street Whole Loan”: The One West 34th Street Mortgage Loan, together with the One West 34th Street Pari Passu
Companion Loans, each of which is secured by the same Mortgage on the One West 34th Street Mortgaged Property. References herein
to the One West 34th Street Whole Loan shall be construed to refer to the aggregate indebtedness under the One West 34th Street
Mortgage Loan and the One West 34th Street Pari Passu Companion Loans.


 


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


 


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


 


“Operating
Advisor Consultation Event”: The event that occurs when (i) the HRR Certificates have an aggregate Certificate Balance
(as notionally reduced by any Appraisal


 






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Reduction Amounts allocable to such Class in accordance with Section 4.05(a) of
this Agreement) equal to or less than 25% of the initial aggregate Certificate Balance of the HRR Certificates or (ii) a Control
Termination Event has occurred and is continuing (or a Control Termination Event would occur and be continuing if not for the
last proviso in the definition thereof).


 


“Operating
Advisor Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and
performed its duties with respect to such Major Decision equal to $10,000 (or, such lesser amount as the related borrower has
agreed to pay with respect to such Mortgage Loan) (other than the Non-Serviced Mortgage Loan), payable pursuant to Section
3.05 of this Agreement; provided, however, that the Operating Advisor may in its sole discretion reduce the
Operating Advisor Consulting Fee with respect to any Major Decision; provided, further, that the Master Servicer
or 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 0.00224%; provided, that at any time there is no Operating Advisor, the Operating Advisor Fee Rate shall
be zero.


 


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


 






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“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 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.


 






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“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 and the Class X-D Notional
Amount, the applicable initial Notional Amount thereof as of the Closing Date, as specified in the Preliminary Statement.


 


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


 


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


 


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


 


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


 


“Other
Securitization”: As defined in Section 11.06.


 


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


 


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


 


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


 






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


 


“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 1999 Avenue of the Stars Pari Passu Companion Loan, the Long Island Prime Portfolio
– Uniondale Pari Passu Companion Loans, the Lafayette Centre Pari Passu Companion Loans, the Loma Linda Pari Passu Companion
Loan, the Long Island Prime Portfolio – Melville Pari Passu Companion Loan, the Petco Corporate Headquarters Pari Passu
Companion Loan, the Olympic Tower Pari Passu Companion Loans, the 90 Fifth Avenue Pari Passu Companion Loans, the Marriott Grand
Cayman Pari Passu Companion Loans, the Shops at Boardman Pari Passu Companion Loan, the One West 34th Street Pari Passu Companion
Loans and the CH2M Global Headquarters 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-RR Pass-Through Rate,
the Class G-RR Pass-Through Rate, the Class H-RR Pass-Through Rate, the Class J-RR Pass-Through Rate, the Class X-A Pass-Through
Rate, the Class X-B Pass-Through Rate and the Class X-D Pass-Through Rate.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


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


 


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


 






    	-89- 



     


    

 


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 only if such investment would not result in the downgrading, withdrawal or qualification of the then-current
rating assigned by each Rating Agency to any Certificate (or, insofar as there is then outstanding any class of Serviced Companion
Loan Securities that are then rated by such rating agency, such class of securities) as evidenced in writing, other than 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


 






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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, (1) the short-term debt obligations
of which are rated in the highest short-term rating category by KBRA (if then rated by KBRA) and (2) 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);


 


(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
(2) the short-term obligations of which are rated in the highest short-term rating category by Moody’s or the long-term
obligations of which are rated at least “A2” by Moody’s, (B) if it has a term of more than three months and
not in excess of six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating
Agency and the long-term obligations of which are


 






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rated at least “Aa3” by Moody’s and (C) if it has a term of
more than six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency
and the long-term obligations of which are rated at least “Aaa” by Moody’s (or, in the case of any such Rating
Agency as set forth in clauses (A) through (C) above, such lower rating as is the subject of a Rating Agency Confirmation
by such Rating Agency); provided, however, that 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 KBRA, if then rated by KBRA; (B) if it has a term of more than one month and not in excess of three months, (1) the
short-term debt obligations of which are rated at least “F1+” by Fitch (or “F1” by Fitch, if the long-term
debt obligations of which are rated at least “AA-” by Fitch), (2) the short-term debt obligations of which are rated
at least “P-1” by Moody’s, or the long-term obligations of which are rated at least “A2” by Moody’s;
and (3) the short-term debt obligations of which are rated in the highest short-term debt rating category by KBRA, if then rated
by KBRA, (C) if it has a term of more than three months and not in excess of six months, (1) the short-term debt obligations of
which are rated at least “F1+” by Fitch (or “F1” by Fitch, if the long-term debt obligations of which
are rated at least “AA-” by Fitch), (2) the short-term debt obligations of which are rated at least “P-1”
by Moody’s and the long-term debt obligations of which are rated at least “Aa3” by Moody’s and (3) the
short-term debt obligations of which are rated in the highest short-term rating category by KBRA, if then rated by KBRA; and (D)
if it has a term of more than six months, (1) the short-term debt obligations of which are rated at least “F1+” by
Fitch (or “F1” by Fitch, if the long-term debt obligations of which are rated at least “AA-” by Fitch)
(2) the short-term debt obligations of which are rated at least “P-1” by Moody’s and the long-term debt obligations
of which are rated at least “Aaa” by Moody’s, and (3) the short-term debt obligations of which are rated in
the highest short-term rating category by KBRA, if then rated by KBRA, (or, in the case of any such Rating Agency as set forth
in clauses (A) through (D) above, if permitted by the related Mortgage Loan, such lower rating as is otherwise acceptable to such
Rating Agency, as confirmed in a Rating Agency Confirmation); provided, however, that the investments described in this clause
must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have
a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if


 






    	-92- 



     


    

 


any) and
must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;


 


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


 






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


 


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


 


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


 


“Petco
Corporate Headquarters Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of August 18, 2017, by and between
the holder of the Petco Corporate Headquarters Pari Passu Companion Loan and the holder of the Petco Corporate Headquarters Mortgage
Loan, relating to the relative rights of such holders of the Petco Corporate Headquarters Whole Loan, as the same may be further
amended in accordance with the terms thereof.


 


“Petco
Corporate Headquarters Mortgage Loan”: With respect to the Petco Corporate Headquarters 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 Petco Corporate Headquarters Pari Passu Companion Loan to the extent
set forth in the related Co-Lender Agreement.


 


“Petco
Corporate Headquarters Mortgaged Property”: The Mortgaged Property which secures the Petco Corporate Headquarters Whole
Loan.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-95- 



     


    

 


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 pro rata to any 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-RR, Class G-RR, Class H-RR and Class J-RR Certificates.


 


“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 Principal Distribution
Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any reimbursements of (A) Nonrecoverable
Advances (including any property protection advance with respect to the Non-Serviced Mortgage Loan under the related Non-Serviced
Pooling Agreement reimbursed out of general collections on the Mortgage Loans), with interest on such Nonrecoverable Advances
at the Reimbursement Rate that are paid or reimbursed from principal collections on the Mortgage Loans in a period during which
such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date
and (B) Workout Delayed Reimbursement Amounts paid or reimbursed from principal collections on the Mortgage Loans in a period
during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution
Date (provided that, in the case of clauses (A) and (B) above, if any of the amounts that were reimbursed
from principal collections on the Mortgage Loans (including REO


 






    	-96- 



     


    

 


Loans) are subsequently recovered on the related Mortgage Loan
(or REO Loan), such recovery will increase the Principal Distribution Amount for the Distribution Date related to the period in
which such recovery occurs).


 


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


 


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


 


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


 


“Privileged
Information”: Any (i) correspondence between the Directing Holder and the Special Servicer related to any Specially
Serviced Mortgage Loan (other than with respect to any Excluded Loan) or the exercise of the Directing Holder’s consent
or consultation rights under this Agreement, (ii) strategically sensitive information (including information contained within
any Asset Status Report) that the 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 written advice 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 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


 






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Advisor, any Affiliate of the
Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides an
Investor Certification, any Person (including the Directing Holder and the Controlling Class Representative) who provides the
Certificate Administrator with an Investor Certification and any NRSRO (including any Rating Agency) that provides the Certificate
Administrator with an NRSRO Certification, which Investor Certification and NRSRO Certification may be submitted electronically
via the Certificate Administrator’s Website; provided, however, that in no event may a Borrower Party (other
than a Borrower Party that is the 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 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.


 


 






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“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 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 August 15, 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


 






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preceding
or coinciding with the Determination Date for the Collection Period of purchase; plus


 


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


 


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


 


(v)         any
unpaid Special Servicing Fees, unpaid Asset Representations Reviewer Fees and any other unpaid additional Trust Fund expenses
(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 not previously paid by the Mortgage Loan Seller; plus


 


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


 


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


 






    	-100- 



     


    

 


of calculating any Gain-on-Sale Proceeds, the “Purchase Price”
shall be allocated between the related Mortgage Loan and Companion Loan in accordance with, and shall be equal to the amount provided
pursuant to, the provisions of the related Co-Lender Agreement. Notwithstanding the foregoing, with respect to any repurchase
pursuant to subclause (A) and subclause (C) hereof, the “Purchase Price” shall not include any
amounts payable in respect of any related Companion Loan.


 


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


 


“Qualified
Insurer”: (i) With respect to any Mortgage Loan, 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 KBRA) or (B) one NRSRO (which may include S&P, Fitch or KBRA) 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 KBRA)) and (ii) with respect to the fidelity bond and errors and omissions insurance policy required to be maintained pursuant
to Section 3.07(c), except as otherwise permitted by Section 3.07(c), an insurance company that has a claims paying
ability (or the obligations which are guaranteed or backed by a company having such claims paying ability) with at least one of
the following ratings: (a) “A3” by Moody’s, (b) “A-“ by S&P, (c) “A-” by Fitch,
(d) “A-:X” by A.M. Best 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, (vi) (a) has been appointed and currently
serves as a special servicer on a “transaction level” basis on a CMBS transaction currently rated by Moody’s
that currently has securities outstanding and (b) is not a special servicer that has been publicly cited by Moody’s as having
servicing concerns as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on
“watch status” in contemplation of a rating downgrade or withdrawal)


 






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of securities rated by Moody’s in a CMBS
transaction serviced by the applicable replacement special servicer prior to the time of determination, (vii) currently has a
special servicer rating of at least “CSS3” from Fitch, and (viii) is not a special servicer that has been cited by
KBRA as having servicing concerns as the sole or material factor in any qualification, downgrade or withdrawal of the ratings
(or placement on “watch status” in contemplation of a rating downgrade or withdrawal) of securities in a transaction
serviced by the applicable servicer prior to the time of determination.


 


“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 (determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan);
(iii) have the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue interest on the
same basis as the removed Mortgage Loan (for example, on the basis of a 360 day year consisting of twelve 30-day months); (v)
have a remaining term to stated maturity not greater than, and not more than two (2) years less than, the remaining term to stated
maturity of the removed Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser of the loan-to-value
ratio for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the “value” for the Mortgaged
Property as determined using an Appraisal; (vii) comply (except in a manner that would not be adverse to the interests of the
Certificateholders) 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 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


 






    	-102- 



     


    

 


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


 


“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, other than with respect to the termination of the Asset Representations Reviewer, the application of any Appraisal
Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all Principal Balance Certificates on an
aggregate basis.


 


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


 


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


 


“Rated
Final Distribution Date”: As to each Class of Offered Certificates, the Distribution Date in August 2050.


 


“Rating
Agency”: Each of Moody’s, Fitch and KBRA or their successors in interest. If no such rating agency nor any successor
thereof remains in existence, “Rating Agency” shall be deemed to refer to such nationally recognized statistical
rating 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 KBRA) 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


 






    	-103- 



     


    

 


Confirmation is sought shall be deemed to satisfy the requirement for the
Rating Agency Confirmation from each Rating Agency with respect to such matter.


 


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


 


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


 


“Realized
Loss”: 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-RR, Class G-RR, Class H-RR, Class J-RR, Class X-A, Class X-B 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.


 






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“Related
Certificates” and “Related Lower-Tier Regular Interests”: For each of the following Classes of Certificates,
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 set forth below:


 


	Related
Certificates
	 	Related

Lower-Tier Regular Interest

	Class
    A-1 Certificates	 	Class
    LA1 Uncertificated Interest
	Class
    A-2 Certificates	 	Class
    LA2 Uncertificated Interest
	Class
    A-3 Certificates	 	Class
    LA3 Uncertificated Interest
	Class
A-4 Certificates

        Class
A-AB Certificates
	 	Class
LA4 Uncertificated Interest

        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-RR Certificates	 	Class
    LF Uncertificated Interest
	Class
    G-RR Certificates	 	Class
    LG Uncertificated Interest
	Class
    H-RR Certificates	 	Class
    LH Uncertificated Interest
	Class
    J-RR Certificates	 	Class
    LJ Uncertificated Interest


 


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


 


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


 






    	-105- 



     


    

 


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 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 Wilmington Trust, National Association, as
Trustee, for the benefit of the registered holders of GS Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through
Certificates, Series 2017-GS7, 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


 






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Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect
of an REO Loan. In addition, Unliquidated Advances and Nonrecoverable Advances with respect to such REO Loan, in each case, that
were paid from collections on the related Mortgage Loans and resulted in principal distributed to the Certificateholders being
reduced as a result of the first proviso in the definition of “Principal Distribution Amount” shall be deemed outstanding
until recovered. Notwithstanding anything to the contrary, with respect to each Serviced Whole Loan, no amounts relating to the
related REO Property or REO Loan allocable to the related Serviced Pari Passu Companion Loan, will be available for amounts due
to the Certificateholders or to reimburse the Trust, other than in the limited circumstances related to Property Protection Advances,
indemnification payments, Special Servicing Fees and other reimbursable expenses related to such Serviced Whole Loan incurred
with respect to such Serviced Whole Loan, in accordance with Section 3.05(a), or with respect to an AB Subordinate Companion
Loan, 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) 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).


 






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“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).


 


“Required
Third Party Purchaser Retention Amount”: $114,574,734 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.


 






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“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; or (iii) two years after the Closing
Date,


 


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


 


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


 


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


 


“Review
Package”: A Rating Agency Confirmation request and any supporting
documentation delivered therewith.


 


“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 Rule”: Regulation
RR, 12 C.F.R. Part 244.


 


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


 


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


 


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


 


“Service(s)”
or “Servicing”: In accordance with Regulation AB, the act of servicing and administering the Mortgage Loans
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 Long Island Prime Portfolio – Uniondale Pari Passu Companion Loans, the Loma Linda
Pari Passu Companion Loan, the Long Island Prime Portfolio – Melville Pari Passu Companion Loan, the Petco Corporate Headquarters


 






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Pari Passu Companion Loan, the 90 Fifth Avenue Pari Passu Companion Loans, the Marriott Grand Cayman Pari Passu Companion Loans
(prior to the related Servicing Shift Securitization Date), the Shops at Boardman Pari Passu Companion Loan 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 Long Island Prime Portfolio – Uniondale Pari Passu Companion
Loans, the Loma Linda Pari Passu Companion Loan, the Long Island Prime Portfolio – Melville Pari Passu Companion Loan, the
Petco Corporate Headquarters Pari Passu Companion Loan, the 90 Fifth Avenue Pari Passu Companion Loans, the Marriott Grand Cayman
Pari Passu Companion Loans (prior to the related Servicing Shift Securitization Date), the Shops at Boardman Pari Passu Companion
Loan and any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, as applicable.


 


“Serviced
Mortgage Loan”: Each of the Long Island Prime Portfolio – Uniondale Mortgage Loan, the Loma Linda Mortgage Loan,
the Long Island Prime Portfolio – Melville Mortgage Loan, the Petco Corporate Headquarters Mortgage Loan, the 90 Fifth Avenue
Mortgage Loan, the Marriott Grand Cayman Mortgage Loan (prior to the related Servicing Shift Securitization Date) and the Shops
at Boardman Mortgage Loan.


 


“Serviced
Pari Passu Companion Loan”: Each of the Long Island Prime Portfolio – Uniondale Pari Passu Companion Loans, the
Loma Linda Pari Passu Companion Loan, the Long Island Prime Portfolio – Melville Pari Passu Companion Loan, the Petco Corporate
Headquarters Pari Passu Companion Loan, the 90 Fifth Avenue Pari Passu Companion Loans, the Marriott Grand Cayman Pari Passu Companion
Loans (prior to the related Servicing Shift Securitization Date) and the Shops at Boardman Pari Passu Companion Loan.


 


“Serviced
Pari Passu Companion Noteholder”: Each of the holders of the Long Island Prime Portfolio – Uniondale Pari Passu
Companion Loans, the Loma Linda Pari Passu Companion Loan, the Long Island Prime Portfolio – Melville Pari Passu Companion
Loan, the Petco Corporate Headquarters Pari Passu Companion Loan, the 90 Fifth Avenue Pari Passu Companion Loans, the Marriott
Grand Cayman Pari Passu Companion Loans (prior to the related Servicing Shift Securitization Date) and the Shops at Boardman Pari
Passu Companion Loan.


 


“Serviced
Pari Passu Mortgage Loan”: Each of the Long Island Prime Portfolio – Uniondale Mortgage Loan, the Loma Linda Mortgage
Loan, the Long Island Prime Portfolio – Melville Mortgage Loan, the Petco Corporate Headquarters Mortgage Loan, the 90 Fifth
Avenue Mortgage Loan, the Marriott Grand Cayman Mortgage Loan (prior to the related Servicing Shift Securitization Date) and the
Shops at Boardman Mortgage Loan, as applicable.


 


“Serviced
Pari Passu Whole Loan”: Each of the Long Island Prime Portfolio – Uniondale Whole Loan, the Loma Linda Whole Loan,
the Long Island Prime Portfolio – Melville Whole Loan, the Petco Corporate Headquarters Whole Loan, the 90 Fifth Avenue
Whole Loan, the Marriott Grand Cayman Whole Loan (prior to the related Servicing Shift Securitization Date) and the Shops at Boardman
Whole Loan, as applicable.


 






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“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.


 


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


 


“Serviced
Whole Loan”: Each of the Long Island Prime Portfolio – Uniondale Whole Loan, the Loma Linda Whole Loan, the Long
Island Prime Portfolio – Melville Whole Loan, the Petco Corporate Headquarters Whole Loan, the 90 Fifth Avenue Whole Loan,
the Marriott Grand Cayman Whole Loan (prior to the related Servicing Shift Securitization Date) and the Shops at Boardman Whole
Loan, as applicable.


 


“Serviced
Whole Loan Controlling Holder”: The “Controlling Noteholder” or similar term identified in the Co-Lender
Agreement related to a Serviced Whole Loan.


 


“Serviced
Whole Loan Custodial Account”: With respect to any Serviced Companion Loan, the separate account created and maintained
by the Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled
“Wells Fargo Bank, National Association, as Companion Paying Agent, for the benefit of the Companion Holders of the Companion
Loans, relating to the GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7,
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.


 






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“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 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 Long
Island Prime Portfolio – Uniondale Pari Passu Companion Loans, the “Servicing Fee Rate” shall be a per annum
rate equal to 0.0075%. With respect to the Loma Linda Pari Passu Companion Loan, the “Servicing Fee Rate” shall
be a per annum rate equal to 0.0025%. With respect to the Long Island Prime Portfolio – Melville Pari Passu Companion
Loan, the “Servicing Fee Rate” shall be a per annum rate equal to 0.0075%. With respect to the Petco Corporate
Headquarters Pari Passu Companion Loan, the “Servicing Fee Rate” shall be a per annum rate equal to 0.0025%.
With respect to the 90 Fifth Avenue Pari Passu Companion Loans, the “Servicing Fee Rate” shall be a per annum
rate equal to 0.0025%. With respect to the Marriott Grand Cayman Pari Passu Companion Loans prior to the related Servicing Shift
Securitization Date, the “Servicing Fee Rate” shall be a per annum rate equal to 0.0025%. With respect to the Shops
at Boardman Pari Passu Companion Loan, the “Servicing Fee Rate” shall be a per annum rate equal to 0.0425%.


 


“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


 






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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
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 Marriott Grand Cayman Pari Passu
Note A-1 will be a Servicing Shift Lead Note related to the Trust.


 


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


 






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Passu Note A-1 is included in a securitization trust is a Servicing Shift
Securitization Date related to the Trust (subject to the proviso in the immediately preceding sentence).


 


“Servicing
Shift Mortgage Loan”: With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that
will be serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the pooling and
servicing agreement entered into in connection with the securitization of the related Servicing Shift Lead Note on and after the
date of such securitization. As of the Closing Date, the Marriott Grand Cayman 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 Marriott Grand
Cayman Mortgage Loan will be a Servicing Shift Whole Loan related to the Trust.


 


“Servicing
Standard”: As defined in Section 3.01(a).


 


“Servicing
Transfer Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan,
the occurrence of any of the following events:


 


(i)          (A)
with respect to a Mortgage Loan or Serviced Companion Loan that is not a Balloon Mortgage Loan, (1) a payment default shall have
occurred at its original Maturity Date, or (2) if the original Maturity Date of such Mortgage Loan or Serviced Companion Loan
has been extended as provided herein, a payment default shall have occurred at such extended Maturity Date; or (B) with 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 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


 






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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 the Special Servicer (and, in the case of the Special Servicer, with respect to any Mortgage Loan other than
an 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 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 Property as security for the Mortgage Loan and related Serviced Companion Loan (if any) or otherwise materially adversely
affect the interests of Certificateholders (and, with respect to any Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder), as a collective whole (taking into account the subordinate or pari passu nature of any Serviced
Companion Loans), and (iii) the default will continue unremedied for the applicable cure period under the terms of the Mortgage
Loan or related Serviced Companion Loan, as applicable, or, if no 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 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


 






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or liquidation of its affairs, is entered against the related Mortgagor and such decree or order shall have remained in force
and it has not been stayed or discharged or dismissed within 60 days (or a shorter period if the Master Servicer or the Special
Servicer (and, in the case of the Special Servicer, with the consent of the Controlling Class Representative, unless a Control
Termination Event has occurred and is continuing) determines in accordance with the Servicing Standard that the circumstances
warrant that the related Mortgage Loan or Serviced Whole Loan (or REO Loan) be transferred to special servicing); or


 


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


 


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


 


(viii)      a
default of which the Master Servicer or the Special Servicer, as applicable, has notice (other than a failure by such Mortgagor
to pay principal or interest) and which the Master Servicer or the Special Servicer (in the case of the Special Servicer, with
respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event,
with the consent of the Directing Holder) determines in its good faith reasonable judgment may materially and adversely affect
the interests of the Certificateholders (and, with respect to any Serviced Whole Loan, 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 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


 






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Non-Serviced Mortgage
Loan, the occurrence of a “Servicing Transfer Event” shall be as defined in the Non-Serviced Pooling Agreement.


 


“Shops
at Boardman Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of August 10, 2017, by and between the
holder of the Shops at Boardman Pari Passu Companion Loan and the holder of the Shops at Boardman Mortgage Loan, relating to the
relative rights of such holders of the Shops at Boardman Whole Loan, as the same may be further amended in accordance with the
terms thereof.


 


“Shops
at Boardman Mortgage Loan”: With respect to the Shops at Boardman 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 Shops at Boardman Pari Passu Companion Loan to the extent set forth in the related
Co-Lender Agreement.


 


“Shops
at Boardman Mortgaged Property”: The Mortgaged Property which secures the Shops at Boardman Whole Loan.


 


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


 


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


 


“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 Long Island Prime Portfolio – Uniondale Pari Passu Companion
Loans, 60 days following the end of each fiscal quarter, (B) the Loma Linda Pari Passu Companion Loan, 45 days following the end
of each fiscal quarter, (C) the Long Island Prime Portfolio – Melville Pari Passu Companion Loan, 60 days following the
end of each fiscal


 






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quarter, (D) the Petco Corporate Headquarters Pari Passu Companion Loan, 45 days following the end of each
fiscal quarter, (E) the 90 Fifth Avenue Pari Passu Companion Loans, 45 days following the end of each fiscal quarter, (F) the
Marriott Grand Cayman Pari Passu Companion Loans, 20 days following the end of each fiscal quarter, (G) the Shops at Boardman
Pari Passu Companion Loan, 45 days following the end of each fiscal quarter, in each case, subject to the terms of the related
loan agreement; provided that, as provided under the related loan agreement, the Master Servicer shall request the related
Mortgagor to provide such information in a timely manner as may be required to meet all filing requirements under Regulation AB.


 


“Significant
Obligor NOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the 90th day after the end
of such calendar year.


 


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


 


“Sole
Owner”: Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or a Holder of
a Definitive Certificate holding 100% of the then outstanding Class F-RR, Class G-RR, Class H-RR and Class J-RR Certificates;
provided, however, that the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C,
Class D and Class E Certificates have been retired and the Notional Amounts of the Class X-A, Class X-B, Class X-D Certificates
have been reduced to zero.


 


“Special
Notice”: As defined in Section 5.06.


 


“Special
Servicer”: 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


 






    	-119- 



     


    

 


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


 


(e)          any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”,
“earn-out”, “holdback” or similar escrows or reserves with respect to any of the Mortgage Loans or Serviced
Whole Loans, but excluding (subject to clause (f) below), as to Mortgage Loans or Serviced Whole Loans which are non-Specially
Serviced Mortgage Loans, any routine and/or customary escrow and reserve fundings or disbursements for which the satisfaction
of performance-related criteria or lender discretion is not required or permitted pursuant to the terms of the related loan documents,
for the avoidance of doubt, other than as set forth in clause (f) below, any request with respect to a Mortgage Loan or Serviced
Whole Loan that is a non-Specially Serviced Mortgage Loan for the funding or disbursement of ordinary course impounds, repair
and replacement reserves, lender approved budget and operating expenses, and tenant improvements pursuant to an approved lease,
each in accordance with the loan documents or any other funding or disbursement as mutually agreed upon by the Master Servicer
and Special Servicer, will not constitute a Special Servicer Decision;


 


(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,


 






    	-120- 



     


    

 


Special Servicer Decisions will not include (i) the release, substitution or addition of collateral securing
any Mortgage Loan (other than Non-Serviced Mortgage Loans) or Serviced Whole Loan in connection with a defeasance of such collateral;
or (ii) requests that are related to any condemnation action that is pending, or threatened in writing, and would affect a non-material
portion of the Mortgaged Property; provided that such release or substitution or addition of collateral is not a Major Decision;


 


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


 


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


 


provided,
however, with respect to clause (d) of this definition (1) the Master Servicer shall evaluate and process requests for
any modifications described in sub-clauses (i) and (ii) of such clause (d) and obtain the consent or deemed consent of the Special
Servicer as provided in 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 $3,500 in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Mortgage
Loan or REO Property shall be the higher per annum rate as would result in a Special Servicing Fee equal to $3,500 for
such month with respect to such Specially Serviced Mortgage Loan or REO Property.


 


“Specially
Serviced Mortgage Loan”: As defined in Section 3.01(a).


 



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“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;


 


(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


 






    	-122- 



     


    

 


received in connection
with such Liquidation Event, would have been) distributed to Certificateholders.


 


With
respect to each Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance
of such Companion Loan as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall be
the sum of the Stated Principal Balances of the related Mortgage Loan and the related Companion Loan on such date.


 


With
respect to any REO Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance
shall equal (x) the Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition,
minus (y) the principal portion of any amounts allocable to the related Companion Loan in accordance with the related Co-Lender
Agreement.


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master Servicer,
the Special 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-RR, Class G-RR, Class H-RR and Class J-RR Certificate.


 


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


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Master Servicer, 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


 






    	-123- 



     


    

 


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;


 


(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;


 






    	-124- 



     


    

 


(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
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 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 H, 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.


 


“Transaction
Parties”: As defined in Section 5.03(t).


 


“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.


 






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“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-GS7”.


 


“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 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), 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”:
Wilmington Trust, National Association, in its capacity as trustee, and its-successors-in-interest, or any successor trustee appointed
as herein provided.


 


“Trustee
Fee”: The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which
fee is included as part of the Certificate


 






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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. LLC, 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.


 


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


 


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


 


“Upper-Tier
REMIC”: One of the 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 “Wells Fargo Bank, National Association, as Master Servicer on behalf
of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of GS Mortgage Securities Corporation
II, Commercial Mortgage


 






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Pass-Through Certificates, Series 2017-GS7, 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.
Tax Person”: A citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons
have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates that is allocated to any Certificate. At all times
during the term of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows:
(i) 1% in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of
the date of determination), and (ii) in the case of any Principal Balance Certificates, a percentage equal to the product of 99%
and a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection with any vote for purposes
of determining whether to remove the 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 such Class, in each case, determined as of the Distribution
Date immediately preceding such time, and the denominator of which is equal to the aggregate Certificate Balance (and solely in
connection with any vote for purposes of determining whether to remove the 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 any Non-Serviced Mortgage Loan) and REO Loan (other than
the portion of the REO Loan related to any Companion Loan) as of their respective Due Dates in the month preceding the month in
which such Distribution Date occurs, weighted on the basis of their respective Stated Principal Balances immediately following
the Distribution Date (or, if applicable, the Closing Date) in such preceding month.


 


“Whole
Loan”: Any of the 1999 Avenue of the Stars Whole Loan, the Long Island Prime Portfolio – Uniondale Whole Loan,
the Lafayette Centre Whole Loan, the Loma Linda Whole Loan, the Long Island Prime Portfolio – Melville Whole Loan, the Petco
Corporate Headquarters Whole Loan, the Olympic Tower Whole Loan, the 90 Fifth Avenue Whole Loan,


 






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the Marriott Grand Cayman Whole
Loan, the Shops at Boardman Whole Loan, the One West 34th Street Whole Loan or the CH2M Global Headquarters 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 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


 






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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 rights and obligations
of the parties hereto, the following provisions shall apply:


 


(i)          All
calculations of interest (other than as provided in the related Mortgage Loan documents) 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,
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 on or as of a Distribution Date shall refer
to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect to (a)
any distributions made on such Distribution Date pursuant to Section 4.01(b), (b) any Realized Losses allocated to such
Class of Principal Balance Certificates, 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 Principal Distribution Amount, which
recoveries are allocated to such Class of Principal Balance Certificates, and added to the Certificate Balance, pursuant to Section
4.04(a).


 






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(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 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


 


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-GS7, 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) or with
respect to the Marriott Grand Cayman Loan, the Cayman Agent, in trust without recourse for the benefit of the Certificateholders
all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor,
in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section
5(e) and 5(f)), 6 (other than Section 6(a)(viii) and 6(i)) and, to the extent related to the foregoing, 7, 11, 12, 13, 14, 16,
17, 18 and 23 of 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. The Cayman
Agent, at the direction of the Depositor, has executed and delivered to the Depositor such assignment documents and related transfer
documents for the purpose of effectuating the


 






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transfer of the Marriott Grand Cayman Mortgage Loan to the name of the Cayman Agent
on behalf of the Certificateholders. Such assignment includes all interest and principal received or receivable on or with respect
to the Mortgage Loans (other than payments of principal, interest and other amounts due and payable on the Mortgage Loans on or
before the Cut-Off Date). Such assignment of each Mortgage Loan that is part of a Whole Loan is further subject to the terms and
conditions of the applicable Other Pooling and Servicing Agreement (if any) and each Co-Lender Agreement. The transfer of the
Mortgage Loans and the 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 2.01(b). Notwithstanding anything herein to the contrary, with respect
to letters of credit (exclusive of those relating to Non-Serviced Mortgage Loans), the Mortgage Loan Seller shall deliver to the
Master Servicer and the Master Servicer shall hold the original (or copy, if such original has been submitted by the Mortgage
Loan Seller to the issuing bank to effect an assignment or amendment of such letter of credit (changing the beneficiary thereof
to the Trustee (in care of the Master Servicer) for the benefit of the Certificateholders and, if applicable, the related Serviced
Companion Noteholder, that may be required in order for the Master Servicer to draw on such letter of credit on behalf of the
Trustee for the benefit of the Certificateholders and, if applicable, the related Serviced Companion Noteholder, in accordance
with the applicable terms thereof and/or of the related Mortgage Loan documents) 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, 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


 






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benefit
of the Certificateholders and, if applicable, the related Serviced Companion Noteholder, and shall cooperate with the reasonable
requests of the Master Servicer or the Special Servicer, as applicable, in connection with effectuating a draw under any such
letter of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn by the Master Servicer
on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, the related Serviced Companion Noteholder.


 


After
the Depositor’s transfer of the Mortgage Loans 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 or have a new comfort letter (or any such new document
or acknowledgement as may be contemplated under the existing comfort letter) issued in the name of the Trustee for the benefit
of the Certificateholders, the Mortgage Loan Seller or its designee shall, within 45 days of the Closing Date (or any shorter
period if required by the applicable comfort letter), provide any such required notice or make any such required request to the
related franchisor for the transfer or assignment of such comfort letter or issuance of a new comfort letter (or any such new
document or acknowledgement as may be contemplated under the existing comfort letter), with a copy of such notice or request to
the Custodian (who shall include such document in the related Mortgage File), the Master Servicer and the Special Servicer, and
the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort
letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing comfort
letter) and the Master Servicer shall, as soon as reasonably practicable following receipt thereof, deliver the original of such
replacement comfort letter, new document or acknowledgement, as applicable, to the Custodian for inclusion in the Mortgage File.


 


(c)          The
Depositor hereby represents and warrants that the Mortgage Loan Seller has covenanted in the Mortgage Loan Purchase Agreement
that, except with respect to any Non-Serviced Mortgage Loan, it shall cause M&O to record and file at the Mortgage Loan Seller’s
expense, in the appropriate public office for real property records or UCC Financing Statements, as appropriate (or, with respect
to any assignments that the Custodian has agreed to record or file pursuant to this Agreement, deliver to the Custodian for such
purpose and cause the Custodian to record and file), each related Assignment of Mortgage and assignment of Assignment of Leases,
in favor of the Trustee or Cayman Agent, as applicable, 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


 






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definition
of “Mortgage File” solely because of a delay caused by the public recording or filing office where such document or
instrument has been delivered for recordation or filing, as applicable, a copy of the original certified by the Mortgage Loan
Seller to be a true and complete copy of the original thereof submitted for recording, shall be forwarded to the Custodian. Each
assignment referred to in the prior paragraph that is recorded and the file copy of each UCC-3 assignment referred to in the previous
paragraph shall reflect that it should be returned by the public recording or filing office to the Custodian or its agent following
recording (or, alternatively, to the Mortgage Loan Seller or its designee, in which case the Mortgage Loan Seller shall deliver
or cause the delivery of the recorded/filed original to the Custodian promptly following receipt); provided that, in those
instances where the public recording office retains the original assignment of Mortgage or Assignment of Assignment of Leases,
the Mortgage Loan Seller shall obtain therefrom and deliver to the Custodian a certified copy of the recorded original. On a monthly
basis, at the expense of the Mortgage Loan Seller, the Custodian shall forward to the Master Servicer a copy of each of the aforementioned
assignments following the Custodian’s receipt thereof.


 


If
the Custodian has received written notice that any of the aforementioned assignments is lost or returned unrecorded or unfiled,
as the case may be, because of a defect therein, then the Custodian shall forward the same to the Mortgage Loan Seller (pursuant
to the Mortgage Loan Purchase Agreement) and the Mortgage Loan Seller shall promptly prepare or cause the preparation of a substitute
therefor or to cure such defect, as the case may be, and the Mortgage Loan Seller shall record or file, or cause M&O to record
or file, or with respect to any assignments the Custodian has agreed to file as described above, to deliver to the Custodian the
substitute or corrected document. The Custodian shall upon receipt from the Mortgage Loan Seller cause the same to be duly recorded
or filed, as appropriate.


 


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


 






    	-134- 



     


    

 


underwriting, due diligence analyses or data or internal worksheets, memoranda, communications or evaluations. In addition,
attached as Exhibit H to this Agreement is the Supplemental Servicer Schedule. The Master Servicer shall hold all such
documents, records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar as they
also relate to the Serviced Companion Loan, on behalf of and for the benefit of the applicable Companion Holder).


 


(e)          In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver, and hereby
represents and warrants that it has delivered, to the Custodian and the Master Servicer, on or before the Closing Date, a fully
executed original counterpart of the Mortgage Loan Purchase Agreement, as in full force and effect, without amendment or modification,
on the Closing Date.


 


(f)          The
Custodian with respect to the Serviced Whole Loans, shall also hold the related Mortgage File for the use and benefit of the Companion
Holders.


 


(g)         The
parties to this Agreement acknowledge and agree, with respect to each Mortgage Loan that is part of a Serviced Whole Loan and
each Non-Serviced Mortgage Loan, that the Trust assumes the obligations and rights of the holder of such Mortgage Loan under the
respective Co-Lender Agreement and any applicable Other Pooling and Servicing Agreement.


 


(h)         It
is not intended that this Agreement create a partnership or a joint-stock association.


 


(i)          The
Mortgage Loan Purchase Agreement shall provide that within sixty (60) days of the Closing Date, the Mortgage Loan Seller shall
deliver or cause to be delivered the Diligence Files for each Mortgage Loan to the Depositor by uploading such Diligence Files
(including, if applicable, any additional documents that the Mortgage Loan Seller believes should be included to enable the Asset
Representations Reviewer to perform an Asset Review on such Mortgage Loan; 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 to the Prospectus in EDGAR-Compatible Format
to the Master Servicer at ssreports@wellsfargo.com.


 






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(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 or Cayman Agent, as applicable, may be in blank and need not be recorded
pursuant to this Agreement (other than the endorsements to the Note(s) evidencing the related Servicing Shift Mortgage Loan) until
the earlier of (i) the related Servicing Shift Securitization Date, in which case such instruments shall be assigned and recorded
in accordance with the related Non-Serviced Pooling Agreement, (ii) 180 days following the Closing Date, and (iii) such Servicing
Shift Whole Loan becoming a Specially Serviced Mortgage Loan prior to such Servicing Shift Securitization Date, in which case
assignments and recordations shall be effected in accordance with this Section 2.01 until the occurrence, if any, of such
Servicing Shift Securitization Date, (2) no letter of credit need be amended (including, without limitation, to change the beneficiary
thereon) until the earlier of (i) the related Servicing Shift Securitization Date, in which case such amendment shall be in accordance
with the related Non-Serviced Pooling Agreement, (ii) 180 days following the Closing Date, and (iii) such Servicing Shift Whole
Loan becoming a Specially Serviced Mortgage Loan prior to such Servicing Shift Securitization Date in which case such amendment
shall be effected in accordance with the terms of this Section 2.01, and (3) on and following such Servicing Shift Securitization
Date, the Person selling the related Servicing Shift Lead Note to the related Non-Serviced Depositor, at its own expense, shall
be (a) entitled to direct in writing, via a Request for Release, which may be conclusively relied upon by the Custodian, the Custodian
to deliver the originals of all the Mortgage Loan documents relating to such Servicing Shift Whole Loan in its possession (other
than the original Note(s) evidencing such Servicing Shift Mortgage Loan) to the related Non-Serviced Trustee or the related Non-Serviced
Custodian, (b) if the right under clause (a) is exercised, required to cause the retention by or delivery to the Custodian
of photocopies of Mortgage Loan documents related to such Servicing Shift Whole Loan so delivered to such Non-Serviced Trustee
or such Non-Serviced Custodian, (c) entitled to cause the completion (or, in the event of a recordation as contemplated by clause
(1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments of assignment in the name
of the related Other Trustee or related Non-Serviced Custodian, (d) if the right under clause (c) is exercised, required
to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled
to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with the transfer of,
the Servicing File, and any Escrow Payments, reserve funds and items specified in clauses (9), (12) (14) and (18)
of the definition of “Mortgage File” for such Servicing Shift Whole Loan to the related Other Servicer.


 


Section
2.02 Acceptance by Trustee and Cayman Agent. (a) The Trustee and the Cayman Agent, each 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


 






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of all
present and future Certificateholders 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 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


 






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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.


 


(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


 






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


 


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


 


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


 


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


 


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


 


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


 






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(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
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 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 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
Master Servicer or the Special Servicer that made such determination shall give prompt written notice thereof to the Mortgage
Loan Seller, the other parties hereto and (for so long as no Consultation Termination Event is continuing) the Directing Holder.
Promptly upon becoming aware of any Material Defect (including through a written notice given by any party to this Agreement),
the Master Servicer (if the related Mortgage Loan is a Performing Loan) or 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


 






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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 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


 






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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 Special Servicer
on behalf of the Trust (and, with respect to any Mortgage Loan other than an Excluded Loan or a Servicing Shift Mortgage Loan,
with the consent of the Directing Holder if no Control Termination Event has occurred and is continuing) (each such payment, a
“Loss of Value Payment”) with respect to such Mortgage Loan, 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 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 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 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


 






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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 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 (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.


 






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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-GS7
Commercial Mortgage Pass-Through Certificates, Series 2017-GS7, 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, 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


 






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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 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
or Cayman Agent, as applicable, 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 or Cayman Agent, as applicable, on behalf of the Trust
or as otherwise reasonably requested to effect the retransfer and reconveyance of the Mortgage Loan and the security thereof to
the Mortgage Loan Seller or its designee; provided that such tender by the Trustee and the Custodian shall be conditioned
upon its receipt (and such receipt shall be deemed to be the Master Servicer’s direction to the Trustee and the Custodian
to) from the Master Servicer of a Request for Release and an Officer’s Certificate to the effect that the requirements for
repurchase or substitution have been satisfied. The Master Servicer shall, and is hereby authorized and empowered by the Trustee
to, prepare, execute and deliver in its own name, on behalf of the Certificateholders and the Trustee or any of them, the endorsements
and assignments contemplated by this Section 2.03(d), and such other instruments as may be


 






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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 or the Certificate Administrator
or the Trustee on behalf of the Certificateholders, respecting any Document Defect or Breach with respect to any Mortgage Loan.


 


(f)          If
(i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03
and (ii) the applicable Material Defect does not constitute a Material Defect, as to any other Crossed Underlying Loan in
the related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect will be deemed
to constitute a Material Defect or Breach as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for
purposes of this paragraph, and the Mortgage Loan Seller will be required to repurchase or substitute for such other Crossed Underlying
Loan(s) in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying
Loans satisfy the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such
Crossed Mortgage Loan Group satisfy the aforementioned criteria, the Mortgage Loan Seller may elect either to repurchase or substitute
for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or to repurchase or substitute
for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or other cash collateral or letters
of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed Underlying Loans in accordance with
the related Mortgage Loan documents or otherwise on a pro rata basis based upon their outstanding Stated Principal Balances.
Except as provided in this Section 2.03(f) and Section 2.03(g), all other terms of the related Mortgage Loans shall
remain in full force and effect without any modification thereof.


 


(g)         Notwithstanding
the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the Depositor
may cause the Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased pursuant to this
Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however, that
(i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage, this
Agreement and the Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in connection
with such partial release, the Mortgage Loan Seller obtains an


 






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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 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. The Enforcing
Servicer, shall then promptly forward that Owner Repurchase Request to the Mortgage Loan Seller and each other party to this Agreement
and take the actions required under Section 2.03(j). Subject to Section 2.03(j), the Enforcing Servicer shall be
the Enforcing Party with respect to the Owner Repurchase Request. If a Resolution Failure occurs with respect to the Owner Repurchase
Request, the provisions described in Section 2.03(j)(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


 






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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. The Master Servicer shall also deliver to the Special Servicer the Servicing File and all information, documents
and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Non-Specially
Serviced Mortgage Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession
or otherwise reasonably available to the Master Servicer without undue burden or expense, and reasonably requested by the Special
Servicer to enable it to assume its duties hereunder to the extent set forth in this Agreement for such Non-Specially Serviced
Mortgage Loan. Upon receipt of such Master Servicer Proposed Course of Action Notice and such Servicing File, information, documents
and records, the 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. The Certificate Administrator
shall make the Proposed Course of Action Notice available to all other Certificateholders and Certificate Owners, by posting such
notice on the Certificate Administrator’s Website, indicating the Enforcing Servicer’s intended course of action with
respect to the Repurchase Request (the “Proposed Course of Action”). If the Master Servicer is the Enforcing
Servicer, the Master Servicer may (but shall not be obligated to) consult with the Special Servicer and (for so long as no Consultation
Termination Event has occurred) the Directing Holder regarding any Proposed Course of Action. The Proposed Course of Action Notice
shall include (a) a request to the Certificateholders to indicate their agreement with or dissent from such Proposed Course of
Action by clearly marking “agree” or “disagree” to the Proposed Course of Action on such notice within
30 days after the date of such notice and a disclaimer that responses received after such 30-day period will not be taken into
consideration, (b) a statement that if any Certificateholder disagrees with the Proposed Course of Action, the Enforcing Servicer
(either as the Enforcing Party or as the Enforcing Servicer in circumstances where a Certificateholder is acting as the Enforcing
Party) shall be compelled to follow (either as the Enforcing Party or as the Enforcing Servicer in


 






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circumstances where a Certificateholder
is acting as the Enforcing Party) the course of action agreed to and/or proposed by the majority, by Certificate Balance, of the
responding Certificateholders that involves referring the matter to mediation or arbitration, as the case may be, in accordance
with the procedures described below relating to the delivery of Preliminary Dispute Resolution Election Notices and Final Dispute
Resolution Notices, (c) a statement that responding Certificateholders will be required to certify their holdings in connection
with such response, (d) a statement that only responses clearly marked “agree” or “disagree” with such
Proposed Course of Action will be taken into consideration and (e) instructions for responding Certificateholders to send their
responses to the Enforcing Servicer and the Certificate Administrator. Within three (3) Business Days after the expiration of
the 30-day response period, the Certificate Administrator shall tabulate the responses received from the Certificateholders and
share the results with the Enforcing Servicer. The Certificate Administrator shall only count responses timely received that clearly
indicate agreement or dissent with the related Proposed Course of Action and additional verbiage or qualifying language shall
not be taken into consideration for purposes of determining whether the applicable Certificateholder agrees or disagrees with
the Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any questions from Certificateholders
regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s obligations in connection
with this Section 2.03(j) shall be limited solely to tabulating Certificateholder responses of “agree” or “disagree”
to the Proposed Course of Action, and such obligation shall not be construed to impose any enforcement obligation on the Certificate
Administrator. The Enforcing Servicer may conclusively rely (without investigation) on the Certificate Administrator’s tabulation
of the majority, by Certificate Balance, of the responding Certificateholders. If (a) the Enforcing Servicer’s intended
course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against the
Mortgage Loan Seller with respect to the Repurchase Request and the Initial Requesting Holder, if any, or any other Certificateholder,
Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration,
or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the Mortgage
Loan Seller with respect to the Repurchase Request but the Initial Requesting Holder, if any, or any other Certificateholder or
Certificate Owner does not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting
Holder, if any, or such other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written notice (a
“Preliminary Dispute Resolution Election Notice”) within 30 days after the date the Proposed Course of Action
Notice is posted on the Certificate Administrator’s Website (the “Dispute Resolution Cut-off Date”) indicating
its intent to exercise its right to refer the matter to either mediation (including nonbinding arbitration) or arbitration. In
the event that (a) the Enforcing Servicer’s initial Proposed Course of Action indicated a recommendation to undertake mediation
(including nonbinding arbitration) or arbitration, (b) any Certificateholder or Certificate Owner delivers a Preliminary Dispute
Resolution Election Notice and (c) the Enforcing Servicer also received responses from other Certificateholders or Certificate
Owners supporting the Enforcing Servicer’s initial Proposed Course of Action, such additional responses from other Certificateholders
or Certificate Owners shall also be considered Preliminary Dispute Resolution Election Notices supporting such Proposed Course
of Action for purposes of determining the course of action approved by the majority, by Certificate Balance, of Certificateholders.


 






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(ii)            If
neither the Initial Requesting Holder, if any, nor any other Certificateholder or Certificate Owner delivers a Preliminary Dispute
Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner shall have
the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer, as the Enforcing Party, shall
be the sole party obligated and entitled to determine a course of action, including but not limited to, enforcing the Trust’s
rights against the Mortgage Loan Seller, subject to any consent or consultation rights of the Directing Holder pursuant to Section
6.08.


 


(iii)           Promptly
and in any event within 10 Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a) the Initial
Requesting Holder, if any, or (b) any other Certificateholder or Certificate 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
dispute resolution methods, such discussions to occur and be completed no later than 10 Business Days following the Dispute Resolution
Cut-off Date. The Enforcing Servicer shall be entitled to establish procedures the Enforcing Servicer deems in good faith to be
in accordance with the Servicing Standard relating to the timing and extent of such consultations. No later than 5 Business Days
after completion of the Dispute Resolution Consultation, a Requesting Holder may provide a final notice to the Enforcing Servicer
indicating its decision to exercise its right to refer the matter to either mediation or arbitration (“Final Dispute
Resolution Election Notice”).


 


(iv)          If,
following the Dispute Resolution Consultation, no Requesting Holder timely delivers a Final Dispute Resolution Election Notice
to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and remain obligated under
this Agreement to determine a course of action, including but not limited to, enforcing the rights of the Trust with respect to
the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter
to mediation or arbitration.


 


(v)           If
a Requesting Holder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such Requesting
Holder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding arbitration) or
arbitration. If there is more than one Requesting Holder that timely delivers a Final Dispute Resolution Election Notice, then
such Requesting Holders will collectively become the Enforcing Party, and the holder or holders of a majority of the Voting Rights
among such Requesting Holders will be entitled to make all decisions relating to such mediation or arbitration. If, however, no
Requesting Holder commences arbitration or mediation pursuant to the terms of this Agreement within 30 days after delivery of
its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights of a Requesting Holder to act as the
Enforcing Party shall terminate and no Certificateholder or Certificate Owner shall have any further right to elect to refer the


 






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matter to mediation or arbitration, (ii) if the Proposed Course of Action Notice indicated that the Enforcing Servicer shall take
no further action with respect to the Repurchase Request, then the related Material Defect shall be deemed waived for all purposes
under this Agreement and the Mortgage Loan Purchase Agreement; provided, however, that such Material Defect shall
not be deemed waived with respect a Requesting Holder, any other Certificateholder, Certificate Owner or the Enforcing Servicer
to the extent there is a material change in the facts and circumstances known to such party at the time when the Proposed Course
of Action Notice is posted on the Certificate Administrator’s Website and (iii) if the Proposed Course of Action Notice
had indicated a course of action other than the course of action under clause (ii), then the Enforcing Servicer shall again
become the Enforcing Party and, as such, shall be the sole party obligated and entitled to determine a course of action including,
but not limited to, enforcing the Trust’s rights against the Mortgage Loan Seller.


 


(vi)          Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(j) will not apply, and the Enforcing
Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request,
or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence litigation
with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


 


(vii)         In
the event a Requesting 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 Excluded
Loan is not involved, and in accordance with the Servicing Standard. For the avoidance of doubt, none of the Depositor, the Mortgage
Loan Seller with respect to the subject Mortgage Loan or any of their respective Affiliates shall be entitled to be an Initial
Requesting Holder or a Requesting Holder, to act as a Certificateholder for purposes of delivering any Preliminary Dispute Resolution
Election Notice or Final Dispute Resolution Notice or otherwise to vote certificates owned by it or such affiliate(s) with respect
to the course of action proposed or undertaken pursuant to the procedures described in Section 2.03(i) and Section 2.03(j).


 


(k)          If
the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


(i)             The
mediation shall be administered by a nationally recognized mediation services provider selected by the Mortgage Loan Seller (such
provider, the “Mediation Services Provider”) in accordance with published mediation procedures promulgated
by the Mediation Services Provider.


 


(ii)            The
mediator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience
in commercial litigation, and either, commercial real estate finance or commercial mortgage-backed securitization


 






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matters or other
complex commercial transactions and who will be appointed from a list of neutrals maintained by the Mediation Services Provider.
Upon being supplied a list of at least ten potential mediators by the Mediation Services Provider each party will have the right
to exercise two peremptory challenges within 14 days and to rank the remaining potential mediators in order of preference. The
Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices
of the parties to the extent possible.


 


(iii)           The
parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10 Business
Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


 


(iv)          The
expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing
Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


(l)           If
the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)            The
arbitration shall be administered by a nationally recognized arbitration services provider selected by the Mortgage Loan Seller
(such provider, the “Arbitration Services Provider”) in accordance with published arbitration procedures 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


 






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other prehearing and post
hearing motions), and will do so by reasoned decision on the motion of any party to the arbitration.


 


(v)           Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration
will be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good faith
voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably and in
good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions (excluding
Rule 30b-6 witnesses), and (C) expert witness depositions, provided, that the arbitrator shall have the ability to grant
the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause is shown that such
additional discovery is reasonable and necessary.


 


(vi)          The
arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission of any
post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the Mortgage Loan Purchase
Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those
agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted
by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the
Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including the fees
of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’
fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination of the
arbitrator shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties. The final
determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination permitted
under federal or state law, and may be enforced in any court of competent jurisdiction.


 


(vii)         By
selecting arbitration, the Enforcing Party is waiving its right to sue in court, including the right to a trial by jury.


 


(viii)        No
person may bring a putative or certified class action to arbitration.


 


(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,


 






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solely by application in the Southern District if such court shall have subject matter
jurisdiction, or if the Southern District has no jurisdiction, then the Supreme Court of the State of New York for the County
of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)          The
details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under
this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course
of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and will not be disclosed or shared with
any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory
requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a
third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify
the other party to the resolution procedure and will provide the other party with a reasonable opportunity to object to the production
of its confidential information.


 


(iv)          In
the event a Requesting 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 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


 






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keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that Certificateholders
and Certificate Owners shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided
in Section 5.06.


 


(vii)         For
the avoidance of doubt, in no event shall the exercise of any right of a Requesting Holder to refer a Repurchase Request to mediation
or arbitration or participation in such mediation or arbitration affect in any manner the ability of the 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 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 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
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, in the case of the Serviced Companion Loans, the Companion


 






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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 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 (as a collective whole as if such Certificateholders constituted a single lender) (and
in the case of any Whole Loan, the best interests of the Trust, the Certificateholders and any related Companion Holder (as a
collective whole as if such Certificateholders and the holder or holders of the related Companion Loan constituted a single lender),
taking into account the subordinate or pari passu nature of the related Companion Loan), as determined by the Master Servicer
or the 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


 






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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 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).


 






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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 thereon). Any provision in this Agreement for any Advance by the Master Servicer
or the Trustee is intended solely to provide liquidity for the benefit of the Certificateholders and not as credit support or
otherwise to impose on any such Person the risk of loss with respect to one or more of the Mortgage Loans, any related Serviced
Companion Loans. No provision hereof shall be construed to impose liability on the Master Servicer or the Special Servicer for
the reason that any recovery to the Certificateholders in respect of a Mortgage Loan at any time after a determination of present
value recovery is less than the amount reflected in such determination.


 


(b)          Subject
only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of the
respective Mortgage Loans, any related Serviced Companion Loans and any related Co-Lender Agreement, if applicable, and applicable
law, the Master Servicer and the Special 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) 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


 






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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, 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


 






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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.


 


(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 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. 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 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


 






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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 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


 






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respect to such Serviced Whole Loan
on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust
Fund and the Master Servicer shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases
to be part of the Trust Fund; provided, however, that if, in the case of any Serviced Pari Passu Whole Loan, the
related Serviced Companion Loan continues to be included in an Other Securitization, then for so long as a separate servicing
agreement (pursuant to the related Co-Lender Agreement) has not been entered into, the Master Servicer shall inform the related
Other Servicer of any need to make Property Protection Advances with respect to a Serviced Whole Loan within three (3) Business
Days of determining that such an Advance is necessary or being notified that such an Advance is necessary, or in the case of a
Property Protection Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day. With respect to
Property Protection Advances made by any Other Servicer as contemplated in the proviso to the preceding sentence, the Master Servicer
shall, from collections on the related Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO
Properties) received by the Master Servicer, reimburse the Other Servicer for such Property Protection Advances in the same manner
and on the same level of priority as if such Property Protection Advances had been made by the Master Servicer hereunder.


 


(k)          Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the 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.


 






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(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 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,


 



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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
Excluded Loan with respect to the foregoing waivers.


 


(b)       (i)
All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under
the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions
of the Mortgage Loan documents; provided, however, that absent express provisions in the related Mortgage Loan documents
(including any related Co-Lender Agreement), other than with respect to the application of Liquidation Proceeds, all amounts collected
by or on behalf of the Trust in respect of a Mortgage Loan in the form of payments from the related Mortgagor or Insurance and
Condemnation Proceeds under the Mortgage Loan or any proceeds (other than Liquidation Proceeds) with respect to any REO Loan (exclusive
of amounts payable to any applicable Companion Loan pursuant to the terms of the related Co-Lender Agreement) will be applied
in the following order of priority:


 


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


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously allocated pursuant to clause first, as a recovery of accrued and unpaid interest on
such Mortgage Loan (exclusive of default interest) to the extent of the excess of (i) accrued and unpaid interest on such Mortgage
Loan at the related Mortgage Rate in effect from time to time through and including the end of the applicable Mortgage Loan interest
accrual period in which such collections are received by or on behalf of the issuing entity, over (ii) the sum of (a) the cumulative
amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection
with related Appraisal Reduction Amounts (to the extent collections have not been allocated as recovery of accrued and unpaid
interest pursuant to clause fifth below on earlier dates) and (b) Accrued AB Loan Interest;


 


fourth,
to the extent not previously allocated pursuant to clause first, as a recovery of principal of such Mortgage Loan
then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage
Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously allocated pursuant to clause first, as a recovery of accrued and unpaid interest on
such Mortgage Loan (exclusive of default interest) to the extent of the excess of (i) accrued and unpaid interest on such Mortgage
Loan at the applicable Mortgage Rate in effect from time to time through and including the end of the applicable Mortgage Loan
interest accrual period in which such collections are received by or on behalf of the issuing entity, over (ii) the sum of (a)
the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred
in connection with related Appraisal Reduction Amounts (to the extent collections have not been allocated as a recovery of accrued
and unpaid interest pursuant to clause fifth below or clause fifth of the prior waterfall above on
earlier dates) and (b) Accrued AB Loan Interest;


 


fourth,
to the extent not previously allocated pursuant to clause first, as a recovery of principal of such Mortgage Loan
to the extent of its entire unpaid principal balance;


 


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


 


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


 


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


 


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


 






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Advisor Consulting Fees are due and owing, first, allocated to consent fees and then,
allocated to Operating Advisor Consulting Fees);


 


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


 


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


 


(c)       To
the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced
Companion Loan, as applicable, and the related Co-Lender Agreement) and applicable law, the Master Servicer shall apply all Insurance
and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related Mortgage Loan
or Companion Loan as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding the month
in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii) above.


 


(d)       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 written
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,


 



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delivered or otherwise made available to, the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced
Co-Lender Agreement and the related Non-Serviced Pooling Agreement and (B) notice of any subsequent change in the identity of
the Master Servicer or the party designated to exercise the rights of the “Non-Controlling Note Holder” under each
Co-Lender Agreement (together with the relevant contact information (to the extent the Certificate Administrator has received
notice of such event and the relevant contact information)). The Master Servicer shall, within two (2) Business Days of receipt
of properly identified and available funds, deposit into the Collection Account all amounts received with respect to the related
Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged Property or any related REO Property.


 


Section
3.03     Collection of Taxes, Assessments and Similar Items; Servicing Accounts. (a) The
Master Servicer shall establish and maintain one or more accounts (the “Servicing Accounts”), into which
all Escrow Payments shall be deposited and retained, and shall administer such Servicing Accounts in accordance with the
Mortgage Loan documents and, if applicable, the Companion Loan documents, as the case may be. Any Servicing Account related
to a Serviced Whole Loan, shall be held for the benefit of the Certificateholders and the related Serviced Companion
Noteholder collectively, but this shall not be construed to modify respective interests of either noteholder therein as set
forth in the related Co-Lender Agreement. Amounts on deposit in Servicing Accounts may only be invested in accordance with
the terms of the related Mortgage Loan documents and Companion Loan documents, as applicable, or in Permitted Investments in
accordance with the provisions of Section 3.06. Servicing Accounts shall be Eligible Accounts to the extent permitted
by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited from a Servicing Account may be made
only to: (i) effect payment of items for which Escrow Payments were collected and comparable items; (ii) reimburse the
Trustee and then the Master Servicer, if applicable, for any Property Protection Advances; (iii) refund to Mortgagors any
sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing Account, if required
by applicable law or the terms of the related Mortgage Loan or Companion Loan and as described below or, if not so required,
to the Master Servicer; (v) after the occurrence of an event of default under the related Mortgage Loan or Companion Loan,
apply amounts to the indebtedness under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts deposited in
error; (vii) pay Penalty Charges to the extent permitted by the related Mortgage Loan documents; or (viii) clear and
terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01. As part of its
servicing duties, the Master Servicer shall pay or cause to be paid to the Mortgagors interest on funds in Servicing
Accounts, to the extent required by law or the terms of the related Mortgage Loan or Companion Loan; provided, however,
that in no event shall the Master Servicer be required to remit to any Mortgagor any amounts in excess of actual 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


 



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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 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


 






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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 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


 



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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, 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 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, 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


 






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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 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 and the Gain-on-Sale Reserve Account. (a) The Master


 






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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;


 


(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.


 






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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.


 


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 Wells Fargo 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 (ii) the Upper-Tier REMIC Distribution Account for the benefit of the Certificateholders. 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.


 






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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 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, 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;


 






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(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 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, shall not be invested for so long
as Wells Fargo Bank, National Association is the Certificate Administrator; provided, however, that if, at any time,
Wells Fargo Bank, National Association is no longer the Certificate Administrator, such funds may be invested and, if invested,
shall be invested by, and at the risk of, the Certificate Administrator in Permitted Investments selected by the Certificate Administrator
which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Certificate
Administrator to make withdrawals from the Distribution Account, and any such Permitted Investment shall not be sold or disposed
of prior to its maturity unless payable on demand. All such Permitted Investments shall be made in the name of “[name of
successor certificate administrator], as Certificate Administrator, for the benefit of Wilmington Trust, National Association,
as Trustee for the Holders of the GS


 






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Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series
2017-GS7 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-GS7 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 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, prior to
any change thereof.


 


For
the avoidance of doubt, the Collection Account (other than the Serviced Whole Loan Custodial Account, if it is a sub-account of
the Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account, any Servicing Account, the
REO Accounts, and the Interest Reserve Account (including interest, if any, earned on the investment of funds in such accounts)
will be owned by the Lower-Tier REMIC; the 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 the Gain-on-Sale Reserve Account for the benefit of the Certificateholders. The Gain-on-Sale Reserve Account
shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from trust funds for
mortgage pass-through certificates of other series administered by the Certificate Administrator.


 






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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 such funds to the Certificate Administrator for deposit into the 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 for deposit into the Gain-on-Sale Reserve Account.


 


(g)       If
any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(f)
of this Agreement, the Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively,
the “Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding
such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
of an 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;


 






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


 



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(whether in the form of payments, P&I Advances, Liquidation
Proceeds or Insurance and Condemnation Proceeds), Specially Serviced Mortgage Loan or REO Loan (whether in the form of REO Revenues,
Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, or (2) (to the
extent such fee is payable as a Trust Fund expense) any unpaid Asset Representations Reviewer Asset Review Fee payable in connection
with any Asset Review that was performed as a result of an Affirmative Asset Review Vote;


 


(iii)       to
reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent
Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans
with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from
any amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, 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;
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, pro rata,
from the related AB Subordinate Companion Loan, and then, from any related AB Mortgage Loan (provided that,
with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related
Co-Lender Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the


 



    	-180- 



     


    

 


related
Serviced Mortgage Loan and AB Subordinate Companion Loan)), prior to reimbursement from other funds unrelated to such Serviced
Whole Loan on deposit in the Collection Account related to any Mortgage Loan); provided, however, that if such Property
Protection Advance becomes a Workout-Delayed Reimbursement Amount, then the maker of such Property Protection Advance shall additionally,
but without duplication, thereafter be entitled to reimbursement for such Property Protection Advance from the portion of general
collections and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from
time to time that represent collections or recoveries of principal to the extent provided in clause (v) below; provided,
further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause
(v) below;


 


(v)       to
reimburse the Trustee, the 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


 



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Account related to any Mortgage Loan) or (3)
to pay itself, with respect to any Mortgage Loan, any related Companion Loan, if applicable, or REO Property any related earned
Servicing Fee that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with
respect to such Mortgage Loan or REO Property and the deposit into the Collection Account of all amounts received in connection
therewith;


 


(vi)       at
such time as it reimburses the Trustee and itself, a applicable (in that s order) or any Other Trustee or Other Servicer for a
related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance (including
any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or clause
(v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable
thereon in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Property Protection Advances (including
any such Property Protection Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or
clause (v) above, to 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, pro rata, out of collections on the related AB Subordinate Companion Loan and then,
pro rata and pari passu, out of collections on the related Serviced Mortgage Loan and the related Serviced Pari
Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage
Loan and Serviced Pari passu Companion Loan(s) (provided that, with respect to any AB Subordinate Companion Loan, the foregoing
shall not limit or otherwise modify the terms of the related Co-Lender Agreement pursuant to which any amounts collected with
respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan);


 


(vii)      to
reimburse itself, the 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


 



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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 (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


 



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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 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


 



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payable out of the Trust Fund, (b) the cost of any Opinion of
Counsel contemplated by Sections 13.01(a) or Section 13.01(c) in connection with an amendment to this Agreement
requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests of Certificateholders
and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a); provided that, in case of such
reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Co-Lender
Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related
Serviced Pari 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;


 


(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);


 






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(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).


 


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


 



    	-186- 



     


    

 


remitted
by the Master Servicer to such Other Master Servicer within one (1) Business Day of receipt of properly identified and available
funds; provided, however, that to the extent any such amounts are received after 2:00 p.m. Eastern time on any given
Business Day, the Master Servicer shall use commercially reasonable efforts to remit such late collections to the Other Master
Servicer within one (1) Business Day of receipt of properly identified and available funds but, in any event, the Master Servicer
shall remit such amounts within two (2) Business Days of receipt of properly identified and available funds.


 


(b)       The
Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any of the
following purposes (the following not being an order of priority):


 


(i)       to
be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(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, 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);


 



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(vi)       to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier
REMIC or the Upper-Tier REMIC;


 


(vii)      to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to be deposited
therein; and


 


(viii)     to
clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(c)      [Reserved].


 


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


 


(i)   
    to make distributions to Certificateholders holding Regular Certificates and Class R Certificates (in
respect of the Class UR 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:






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(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);


 


(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 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 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


 



    	-189- 



     


    

 


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 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. 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


 



    	-190- 



     


    

 


including the Master Servicer Remittance
Date related to the current Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent
(with respect to Servicing Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal,
or withdrawal at its direction, in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest
and investment income realized on funds deposited in the applicable REO Account, Loss of Value Reserve Fund or any Servicing Account
maintained by or for the 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 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


 



    	-191- 



     


    

 


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
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 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
with (in respect of any Mortgage Loan other than an Excluded Loan and unless a Control Termination Event has occurred and is continuing)
the consent of the Directing Holder and only in the event the Trustee has an insurable interest therein and such insurance is
available to the Master Servicer and, if available, can be obtained at commercially reasonable rates. The Master Servicer and
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 (unless a Control Termination
Event has occurred and is continuing and other than with respect to any Excluded Loan, with the consent of the Directing Holder)
that such insurance is not available at commercially reasonable rates or that the Trustee does not have an insurable interest,
in which case the Master Servicer shall be entitled to conclusively rely on 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


 



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than REO Properties) or
to the 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, 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, 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 is consistent
with the Servicing Standard. In connection


 



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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,
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, 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.


 





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(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 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” 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.


 






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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, the Special Servicer,
shall obtain prior to the occurrence and continuance of a Control Termination Event, the prior written consent (or deemed consent)
of the Directing Holder (or (A)(1) after the occurrence and during the continuance of a Control Termination Event, but prior to
a Consultation Termination Event and (2) other than with respect to any Excluded Loan, upon consultation with the Directing Holder
pursuant to Section 6.08(a) hereof and (B) after the occurrence and during the continuance of an Operating Advisor Consultation
Event, upon consultation with the Operating Advisor pursuant to Section 6.08 hereof), which consent shall be deemed given
ten (10) Business Days after receipt (unless earlier objected to by the Directing Holder) of the Master Servicer’s or the
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 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


 



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


 


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), 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 with respect to a Non-Specially
Serviced Mortgage Loan, 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


 



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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 Excluded Loan, the Special Servicer has obtained the prior written consent (or deemed consent) of the Directing Holder (or
(A)(1) after the occurrence and continuance of a Control Termination Event, but prior to a Consultation Termination Event and
(2) other than with respect to an Excluded Loan, upon consultation with the Directing Holder pursuant to Section 6.08(a)
and (B) after the occurrence and during the continuance of an Operating Advisor Consultation Event, upon consultation with the
Operating Advisor pursuant to Section 6.08 hereof), which consent shall be deemed given ten (10) Business Days after receipt
by the Directing Holder of the Master Servicer’s or the 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)


 



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and the principal amount of the proposed additional lien) and has a Stated Principal Balance of at least
$10,000,000, or (F) 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 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 Master Servicer or the Special Servicer,
that is processing the related action, as applicable, shall (if not already provided in accordance with Section 3.25 of
this Agreement) deliver a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities,
the related 17g-5 information provider) in accordance with Section 3.25 of this Agreement.


 


To
the extent permitted by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding
paragraph or in Section 3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage Loan
documents are silent as to who bears the costs of obtaining any such Rating Agency Confirmation, the Master Servicer or the Special
Servicer, that is processing the related action, as applicable, shall use reasonable efforts to make the related Mortgagor bear
such costs and expenses. Unless determined to be a Nonrecoverable Advance such costs not collected from the related Mortgagor
shall be advanced as a Property Protection Advance.


 


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


 



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is no mortgagee discretion in determining whether conditions are satisfied, shall make such determination
with respect to whether such conditions have been satisfied.


 


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


 



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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 subsections (b) through (d) of
this Section 3.09, Section 3.24, subject to the Directing Holders’ rights pursuant to Section
6.08, and any Companion Holder or mezzanine lender’s rights under the related Co-Lender Agreement (in the case of a
Serviced Whole Loan, on behalf of the holders of the beneficial interest of the related Companion Loan) or this Agreement,
exercise reasonable efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert (which
may include an REO Acquisition) the ownership of 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 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 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


 



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effect that the holding of such personal property by the Trust (to the extent not allocable to the
related Companion Loan) will not cause an Adverse REMIC Event to occur.


 


(c)       Notwithstanding
the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer nor the 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)
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), as a collective whole as if such Certificateholders, and, if applicable, Companion Holders constituted a single
lender, taking into account the pari passu or subordinate nature of any related Companion Loan, to take such actions as
are necessary to bring such Mortgaged Property in compliance with such laws, and


 


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


 


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


 



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been paid in full, perform such additional
environmental testing at the expense of the Trust as it deems necessary and prudent to determine whether the conditions described
in clauses (i) and (ii) of the preceding sentence have been satisfied. With respect to Non-Specially Serviced Mortgage
Loans, the Master Servicer and, with respect to Specially Serviced Mortgage Loans, the 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 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 (prior to the occurrence and continuance of a Control
Termination Event and other than with respect to any Excluded Loan), with the consent of the Directing Holder at such time as
it deems appropriate to release such Mortgaged Property from the lien of the related Mortgage, provided that, if such Mortgage
Loan has a then outstanding principal balance of greater than $1,000,000, then prior to the release of the related Mortgaged Property
from the lien of the related Mortgage, (i) the Special Servicer shall have notified the Rating Agencies, the Trustee, the Certificate
Administrator, the Master Servicer and ((A) prior to the occurrence of a Consultation Termination Event and (B) other than with
respect to any Excluded Loan) the Directing Holder, in writing of its intention to so release such Mortgaged Property and the
bases for such intention, (ii) the Certificate Administrator shall have posted such notice of the Special Servicer’s intention
to so release such Mortgaged Property to the Certificate Administrator’s Website pursuant to Section 3.13(b) and
(iii) in addition to the prior written consent of the Directing Holder as required above, the Holders of Voting Rights evidencing
at least 25% of the Voting Rights shall have consented or have been deemed to have consented to such release within thirty (30)
days of the Certificate Administrator’s posting such notice to the Certificate Administrator’s Website (failure to
respond by the end of such 30-day period being deemed consent of the Holders of the Certificates). To the extent any fee charged
by any Rating Agency in connection with rendering such written confirmation is not paid by the related Mortgagor, such fee is
to be an expense of the Trust; provided that the 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 (other than with


 



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respect to any Excluded Loan), the Master Servicer, the Certificate Administrator and the 17g-5 Information
Provider monthly regarding 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 (other than with respect to any Excluded Loan) and the Master Servicer and in no event later than the next succeeding P&I
Advance Determination Date.


 


Section
3.10     Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the
payment in full of any Mortgage Loan (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


 



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the related Mortgage File to the Master Servicer or the Special Servicer, as the case may be; provided
that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage Loan, the related Mortgage File
shall not be released by the Custodian unless the related Serviced Whole Loan, is paid in full. No expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection
Account.


 


(b)       From
time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) (and
any related Companion Loan), the Master Servicer or the 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 not prohibited by the related Co-Lender Agreement and that involve one or more Major Decisions or Special
Servicer Decisions; (ii) 100% of all assumption application fees received on any Mortgage Loans, 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; and (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. 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 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


 



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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 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.


 



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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, (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 and similar fees, pursuant
to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Specially Serviced
Mortgage Loans 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 and Loss of Value
Reserve Fund in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect
to such account for the period from and including the prior Distribution Date to and including the Master Servicer Remittance
Date related to such Distribution Date). In addition, each Specific Servicer shall also be entitled to retain as additional servicing
compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor
request to the extent such review fees are not prohibited under the related Mortgage Loan documents, and only to the extent actually
paid by the related Mortgagor. 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 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


 



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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 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


 



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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, 2018); 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 Excluded Loan), any related Serviced Pari Passu Companion
Noteholder, the Certificate Administrator and to the Trustee within seven (7) Business Days after the later of (i) the completion
of such report or (ii) the Special Servicer’s or the Master Servicer’s, as applicable (or, if earlier, any sub-servicer
on their behalf), receipt of such report. Within five (5) Business Days after request for copies of such reports by the Rating
Agencies, the 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 Excluded Loan and prior to the occurrence of a Consultation Termination Event, the Master Servicer shall deliver
a copy of each


 






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such
report to the Directing Holder and upon request to each Controlling Class Certificateholder (which request may state that
such items may be delivered until further notice).


 


(b)     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, 2018. 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 any of or all of the foregoing items so collected thereby to the 17g-5 Information Provider
pursuant to Section 3.13(c).


 


Within
thirty (30) days after receipt by the Master Servicer, with respect to all Non-Specially Serviced Mortgage Loans, or the Special
Servicer with respect to Specially Serviced Mortgage Loans and REO Properties (other than any Non-Serviced Mortgaged Property),
of any annual operating statements or rent rolls beginning with the quarter ending March 31, 2018 and the calendar year ending
December 31, 2018 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 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 having received


 






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all
such reports. The Master Servicer and the 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 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 September 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 September 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 September 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 September 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 the date specified in the immediately
preceding sentence, the Certificate Administrator shall request such CREFC® Schedule AL File from the Master Servicer via
email at ssreports@wellsfargo.com, with a copy to the Depositor at gs-refgsecuritization@gs.com. In preparing the CREFC® Schedule
AL File and any Schedule AL Additional File for any given Distribution Date, and without any due diligence, investigation or verification,
the Master Servicer shall be entitled to conclusively rely, absent manifest error, on the content, completeness, accuracy and
compliance with any applicable requirements of Items 1111(h) and 1125 of Regulation AB and Item 601(b) of Regulation S-K under
the Securities Act as in effect on the Closing Date of the Initial Schedule AL File, Initial Schedule AL Additional File and the
Annex A-1 to the Prospectus. The Master Servicer may concurrently with the delivery of the related CREFC® Schedule AL File,
deliver any related Schedule AL Additional


 






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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 that is a federally insured financial institution,
the OCC, the FDIC, the Board of Governors of the Federal Reserve System of the United States of America and the supervisory agents
and examiners of such boards and such corporations, and any other federal or state banking or insurance regulatory authority that
may exercise authority over any such Certificateholder and to each Holder of a Non-Registered Certificate, access to any documentation
or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that
is a portion of a Serviced Whole Loan, the related Companion Loan, and the Trust within its control which may be required by applicable
law. At the election of the Master Servicer, the 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, 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 statement regarding securities law restrictions
on such information and/or condition access to


 






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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 with respect to any AB Subordinate Companion Loan, the holder of such AB Subordinate
Companion Loan) that is a Privileged Person identified to the Master Servicer’s reasonable satisfaction, the Master Servicer
may provide (or forward electronically) at the expense of such Certificateholder or holder of such AB Subordinate Companion Loan,
as applicable, copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating
to the related Serviced AB Whole Loan, if requested by the holder of an AB Subordinate Companion Loan) obtained by the Master
Servicer; provided that, in connection with such request, the Master Servicer may require a written confirmation executed
by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect
that such Person will keep such information confidential and shall use such information only for the purpose of analyzing asset
performance and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable,
may have under 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 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 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);


 


(W)        
any notice or documents provided to the Certificate Administrator by the Depositor or the Master Servicer directing the Certificate
Administrator to post to the “Special Notices” tab;


 


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


 


(A)          
the disclosure required pursuant to Section 244.4(c)(1)(ii) of the Risk Retention Rule; and


 


(B)          
any noncompliance of the applicable credit risk retention requirements under Section 15G of the Exchange Act by the Third Party
Purchaser or a successor third party purchaser as and to the extent the Sponsor is required under the credit risk retention requirements
under Section 15G of the Exchange Act;


 


provided
that with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence
of an Excluded Loan, the Certificate Administrator will only be required to make available such notice of the occurrence and continuance
of a Control Termination Event or the notice of the occurrence and continuance of a Consultation Termination Event to the extent
the Certificate Administrator has been notified of such Excluded Loan.


 


The
Certificate Administrator shall, in addition to posting the applicable notices on the “Risk Retention Special Notices”
tab described above, provide email notification to any Privileged Person (other than Financial Market Publishers) that has registered
to receive access to the Certificate Administrator’s Website that a notice has been posted to the “Risk Retention
Special Notices” tab.


 


The
Certificate Administrator shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A)
and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and
on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports
related to the Mortgage Loans available through its Internet website.


 


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,


 






    	-224- 



     


    

 


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 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.


 






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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 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
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.


 


The
Certificate Administrator makes no representation or warranty as to the accuracy or completeness of any report, document or other
information made available on its Internet website or its filing of such information pursuant to this Agreement, including, but
not limited to, filing via EDGAR and assumes no responsibility therefor, other than with respect to such reports, documents or
other information prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility
for any information distributed by it or filed by it, as applicable, for which it is not the original source. Notwithstanding
anything herein to the contrary, the Certificate Administrator shall not be liable for any disclosure of information relating
to any Excluded Controlling Class Loan to the extent such information was included in the Asset Status Report or the Final
Asset Status Report


 






    	-226- 



     


    

 


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-GS7” 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;


 


(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;


 


(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);


 






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(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 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


 






    	-228- 



     


    

 


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-GS7” in the subject line).


 


Upon
delivery by the Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information
from the Depositor’s 17g-5 website (the “Pre-close Information”), the 17g-5 Information Provider shall
make such information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant
to this Section 3.13(c). Such information shall be provided to the 17g-5 Information Provider via electronic media, and
delivered to the 17g-5 Information Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information
Provider to provide access to the Pre-close Information or any other information on the 17g-5 Information Provider’s Website
to any designee or third party.


 


Upon
request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered
to the 17g-5 Information Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information
Provider disclose on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


 


The
17g-5 Information Provider shall notify any party that delivers information to the 17g-5 Information Provider under this Agreement
that such information was received and that it has been posted. The 17g-5 Information Provider shall notify each Person that has
signed-up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement
each time an additional document is posted to the 17g-5 Information Provider’s Website and such notice shall specifically
identify such document in the subject line or otherwise in the body of the e-mail notice. The 17g-5 Information Provider shall
send such notice to such Person’s e-mail address provided by and used by such Person for the purpose of accessing the 17g-5
Information Provider’s Website, including a general e-mail address if such general e-mail address has been provided to the
17g-5 Information Provider in connection with a completed NRSRO Certification in the form of Exhibit P-2 hereto.


 


Any
information required to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to
it via electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “GSMS


 






    	-229- 



     


    

 


2017-GS7”
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 Financial Market Publishers) at the direction of the
Depositor which may be in the form of a standing order, and providing such information shall not constitute a breach of this Agreement
by the Certificate Administrator. Such information will be made available to such third parties upon receipt of a certificate
in the form of Exhibit P-3 hereto, which certification may be submitted electronically via the Certificate Administrator’s
Website.


 


(f)            
Each of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt,
also deliver, produce or otherwise make available through its website or otherwise, any additional information relating to the
Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other
than any Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other
Persons who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively,
the “Disclosure Parties”) (only to the extent such additional information is simultaneously delivered to the
17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the provisions of
Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including without limitation,
any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information),
applicable law or by the related Mortgage Loan documents. Each of the Master Servicer and the Special 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


 






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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 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,
an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep
such information confidential (except that such Certificateholder may provide such information (x) to its auditors, legal
counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest
therein (provided that such other Person confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests
therein or an investment advisor related thereto, an Investor Certification indicating that such Person is a prospective purchaser
of a Certificate or an interest therein or an investment advisor related thereto and is requesting the information for use in
evaluating a possible investment in Certificates and will otherwise keep such information confidential with no further dissemination
(except that such Certificateholder may provide such information to its auditors, legal counsel and regulators). In the case of
a licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder, the Investor Certification
shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


 


Neither
the Master Servicer nor the Special 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 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 or Certificateholders generally, requested
by the Operating Advisor in support of the performance of its obligations under this Agreement in electronic format.


 






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(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
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, or a separate agent or the Cayman Agent (with respect to the Marriott Grand Cayman Mortgage Loan)
on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced
Companion Loan. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section
3.14. 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


 






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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, 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 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


 






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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 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, in the case of each Serviced Whole Loan, the
related Companion Holder(s)) and the Trustee (as holder of the 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, 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


 






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(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
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;


 


(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;


 






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(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.


 


(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.


 






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(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 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 the Certificateholders or, in the case of a Serviced Pari Passu Whole Loan, Certificateholders
and any holder of a related Serviced Pari Passu Companion Loan (as a collective whole as if such Certificateholders and Serviced
Pari Passu Companion Loan holder constituted a single lender, taking into account the pari passu or subordinate nature
of any related Companion Loan) and, if applicable, the related Companion Holder. In the case of the Non-Serviced Mortgage Loan,
under certain limited circumstances permitted under the related Co-Lender Agreement, to the extent that such Non-Serviced Mortgage
Loan is not sold together with the Non-Serviced Companion Loan by the 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 Excluded Loan with the consent of the Directing
Holder, if no Control Termination Event has occurred and is continuing) 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, 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 Excluded Loan) the Controlling Class Representative not less than ten (10) days’
prior written notice of its intention to sell any Specially Serviced Mortgage Loan, in which case the 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.


 






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(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 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 Excluded Loan, in consultation with the Directing Holder (unless a Consultation Termination Event exists) and,
in the case of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder), in accordance
with the Servicing Standard (and subject to the


 






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requirements of any related Co-Lender Agreement), that the rejection of such offer
would be in the best interests of the Certificateholders and, in the case of a sale of a Serviced Pari Passu Whole Loan or an
REO Property related to a Serviced Pari Passu Whole Loan, and any holder of a related Serviced Pari Passu Companion Loan (as a
collective whole as if such Certificateholders and Serviced Pari Passu Companion Loan holder constituted a single lender, taking
into account the pari passu or subordinate nature of any related Companion Loan) and, if applicable, the related Companion
Holder. 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 and, in the case of a sale of a Serviced Pari Passu Whole Loan or an REO Property related to a Serviced
Pari Passu Whole Loan, and any holder of a related Serviced Pari Passu Companion Loan (as a collective whole as if such Certificateholders
and Serviced Pari Passu Companion Loan holder constituted a single lender, taking into account the pari passu or subordinate
nature of any related Companion Loan) and, if applicable, the related Companion Holder (for example, if the prospective buyer
making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower
offer are more favorable); provided that the offeror is not the 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 Excluded Loan and prior to the occurrence of a Consultation Termination Event,
the Directing Holder, not less than ten (10) days’ prior written notice of the Purchase Price and its intention to (i) purchase
any REO Property at the Purchase Price therefor or (ii) sell any REO Property, in which case 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


 






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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.


 


(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, 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 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


 






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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 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 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


 






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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) 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 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.


 






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(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 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 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


 






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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 Master Servicer’s or
the Trustee’s election whether to refrain from obtaining such reimbursement as described in this Section 3.17(c).
Nothing herein shall give the Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the
extent of any principal collections then available in the Collection Account pursuant to Section 3.05(a)(v).


 


The
foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure
by such Person to comply with the conditions to making such an election under this section or to comply with the terms of this
section and the other provisions of this Agreement that apply once such an election, if any, has been made; provided, however,
that the fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders
to the detriment of other Classes 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 shall not be construed as an obligation on the part of the Master Servicer or the Trustee, as applicable, or a right of the
Certificateholders. Nothing herein shall be deemed to create in the Certificateholders a right to prior payment of distributions
over the Master Servicer’s or the Trustee’s, as applicable, right to reimbursement for Advances (deferred or otherwise)
and accrued interest thereon. In all events,


 






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the decision to defer reimbursement or to seek immediate reimbursement of Nonrecoverable
Advances shall be deemed to be in accordance with the Servicing Standard and none of the Master Servicer, the Trustee or the other
parties to this Agreement shall have any liability to one another or to any of the Certificateholders or any of the Companion
Holders for any such election that such party makes as contemplated by this section or for any losses, damages or other adverse
economic or other effects that may arise from such an election.


 


With
respect to any modification or amendment of any Co-Lender Agreement related to a Serviced Whole Loan (to the extent received),
the Master Servicer or the 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 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 (d)(i) and clause (d)(ii) of “Special Servicer Decision”, 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 (d)(i) and
clause (d)(ii) of “Special Servicer Decision”, 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


 






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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 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 Excluded Loan), 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 Excluded Loan, obtain the consent of the Directing Holder and (B)
after the occurrence and during the continuance of a Control Termination Event, but prior to a Consultation Termination Event
and other than with respect to any Excluded Loan, consult with the Directing Holder 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


 






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not reasonably
foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or
related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


In
addition, subject to the next sentence, with respect to Non-Specially Serviced Mortgage Loans, the Master Servicer, prior to taking
any action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision)
and prior to taking any action with respect to a Special Servicer Decision (or making a determination not to take action with
respect to a Special Servicer Decision), shall refer any request with respect to such Major Decision or Special Servicer Decision
to the Special Servicer and the Special Servicer shall process the request directly or, if mutually agreed to by the Special Servicer
and the Master Servicer, the Master Servicer shall (subject to the consent (or deemed consent) of the Special Servicer) process
such request. If the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall (subject to the consent
(or deemed consent) of the Special Servicer) process a request with respect to a Major Decision or Special Servicer Decision and
the Master Servicer is recommending approval of such request, the Master Servicer shall prepare and submit its written analysis
and recommendation to the Special Servicer with all information in the possession of the Master Servicer that the Special Servicer
may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject
to any applicable consultation rights of the Operating Advisor or any applicable consent or consultation rights of the Controlling
Class Representative or 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, 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


 






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terms of the related
Mortgage Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto).


 


Upon
receiving a request for any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision or a
Major Decision, the Master Servicer shall forward such request to the Special Servicer and, unless the Master Servicer and the
Special Servicer mutually agree that the Master Servicer shall process such request with respect to a Non-Specially Serviced Mortgage
Loan, or if otherwise provided herein, the 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 collateral or the pledge of additional collateral)
of the terms of a Specially Serviced Mortgage Loan (or any Non-Specially Serviced Loan with respect to which such determination
derives from the Special Servicer’s consideration of a Major Decision or Special Servicer Decision that is subject to its
processing and/or consent rights pursuant to Section 3.18(a) of this Agreement) with respect to which a payment default
or other material default has occurred or a payment default or other material default is, in the 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 (w) the provisions of this Section 3.18(b) and Section 3.18(c), (x) with respect
to any Major Decision, with respect to any Mortgage Loan other than any Excluded Loan, prior to the occurrence and continuance
of a Control Termination Event, the approval of the Directing Holder (or after the occurrence and during the continuance of a
Control Termination Event, but prior to a Consultation Termination Event, upon consultation with the Controlling Class Representative)
as provided in Section 6.08; (y) with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of
a related AB Control Appraisal Period, the approval of the holder of the related AB Subordinate Companion Loan, to the extent
set forth in the related Co-Lender Agreement and the Directing Holder shall have no consent or consultation rights regarding the
matter; and (z) additionally, with respect to a Serviced Whole Loan, the rights of the related Serviced Companion Noteholder or
with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine
lender, if any, to advise or consult with the 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 Excluded Loan related to the Controlling Class Representative


 






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(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, 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 ((i) prior to the occurrence and continuance of a Control Termination Event and
(ii) other than with respect to any Excluded Loan), with the consent of the Directing Holder, ten (10) years prior to the expiration
of such leasehold estate (including any options to extend such leasehold estate exercisable unilaterally by the related Mortgagor),
or (2) provide for the deferral of interest unless interest accrues on the related Mortgage Loan or Serviced Whole Loan generally
at the related Mortgage Rate.


 


(c)       Any
provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is in
default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected
by any Master Servicer or 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).


 






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(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 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 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


 






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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 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 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


 






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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 priority perfected
security interest in such substituted Mortgaged Property; provided, however, that, to the extent consistent with
the related Mortgage Loan documents and, if applicable, Companion Loan documents, the related Mortgagor shall pay the cost of
any such opinion as a condition to granting such defeasance, (iv) to the extent consistent with the related Mortgage Loan documents
and, if applicable, Companion Loan documents, the Mortgagor shall establish a single purpose entity to act as a successor Mortgagor,
if so required by the Rating Agencies, (v) to the extent permissible under the related Mortgage Loan documents and, if applicable,
Companion Loan documents the Master Servicer shall use its reasonable efforts to require the related Mortgagor to pay all costs
of such defeasance, including but not limited to the cost of maintaining any successor Mortgagor, and (vi) to the extent permissible
under the Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall obtain, at the expense
of the related Mortgagor, Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);
provided, further, however, that no such confirmation from any Rating Agency shall be required to the extent
that the Master Servicer has delivered a defeasance certificate substantially in the form of Exhibit U hereto for any Mortgage
Loan 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)


 






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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 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


 






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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 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 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


 






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(ii) other than with respect to any Excluded Loan) the Directing Holder, a copy of the notice of such Servicing
Transfer Event provided by the Master Servicer to the 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 (unless with respect to a Serviced Subordinate Companion Loan an AB Control Appraisal Period has occurred)
and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the
Directing Holder and shall return the related Mortgage File and Servicing File to the Master Servicer (or copies thereof if copies
only were delivered to the Special Servicer) and upon giving such notice, and returning 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


 






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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 returned to performing status or otherwise
liquidated in accordance with the Servicing Standard (each such report a “Subsequent Asset Status Report”).
Each Asset Status Resort shall be delivered in electronic form to the Master Servicer, the Directing Holder (but only in respect
of any Mortgage Loan other than any Excluded Loan, and in any event for so long as no Consultation Termination Event has occurred
and is continuing), the Operating Advisor (but, other than with respect to an Excluded Loan, only after the occurrence and continuance
of an Operating Advisor Consultation Event), the related AB Whole Loan Controlling Holder with respect to any Serviced AB Whole
Loan, only to the extent the applicable Serviced Subordinate Companion Loan is not subject to an AB Control Appraisal Period,
with respect to any related Serviced Companion Loan, to the extent such Serviced Companion Loan has been included in a securitization
transaction, to the master servicer of such securitization into which such Serviced Companion Loan has been sold or, to the extent
such Serviced Companion Loan has not been included in a securitization transaction, to the holder of such Serviced Companion Loan,
and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in
accordance with Section 3.13(c)). Such Asset Status Report shall set forth the following information to the extent reasonably
determinable based on the information that was delivered to the 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


 






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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;


 


(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 (taken as a collective whole), 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 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 Excluded Loan, prior to the


 






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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 (taken as a collective whole); provided that,
if the Directing Holder has not approved the Asset Status Report for a period of sixty (60) Business Days following the first
submission of an Asset Status Report, the 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 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 an Asset Status Report for an 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 promptly deliver each Final Asset Status
Report to the Operating Advisor after the completion of the Directing Holder Approval Process.


 


During
the continuance of an Operating Advisor Consultation Event, the Operating Advisor shall provide comments to the 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), as a collective
whole.


 






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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 may revise the Asset Status Report as it deems necessary to take into account any input and/or comments from
the Operating Advisor (and if no Consultation Termination Event has occurred, the Directing Holder), to the extent the 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 as a collective whole (or, with
respect to a Serviced Whole Loan, the best interest of the Certificateholders 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 a Final Asset Status Report is issued). The procedures described in this paragraph are collectively referred to
as the “ASR Consultation Process.”


 


After
the occurrence and during the continuance of a Control Termination Event, the Directing Holder shall have no right to consent
to any Asset Status Report under this Section 3.19. After the occurrence and during the continuance of a Control Termination
Event but prior to the occurrence of a Consultation Termination Event, the Directing Holder, and after the occurrence and during
the continuance of an Operating Advisor Consultation Event, the Operating Advisor, shall consult with the Special Servicer (in
person or remotely via electronic, telephonic or other mutually agreeable communication) and propose alternative courses of action
and provide other feedback in respect of any Asset Status Report. After the occurrence of a Consultation Termination Event (and
at any time with respect to any 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.


 






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(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.


 


(f)        Prior
to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment
of a Final Asset Status Report with respect to any Specially Serviced Mortgage Loan (other than any Excluded Loan), the 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 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 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


 



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 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 refrain from taking any action because of
any proposal, objection or comment by the Operating Advisor or, after the occurrence and during the continuance of a Control Termination
Event, the Directing Holder, or a recommendation of the Operating Advisor or, after the occurrence and during the continuance
of a Control Termination Event, the Directing Holder.


 


Section
3.20      Sub-Servicing Agreements.  (a) The Master Servicer may enter into Sub-Servicing Agreements
to provide for the performance by third parties of any or all of its respective obligations hereunder; provided that the
Sub-Servicing Agreement as amended or modified: (i) is consistent with this Agreement in all material respects and requires the
Sub-Servicer to comply with all of the applicable conditions of this Agreement; (ii) provides that if the Master Servicer, shall
for any reason no longer act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination Event),
the Trustee or any successor master servicer shall thereupon assume all of the rights and, except to the extent they arose prior
to the date of assumption, obligations of such party under such agreement, or, alternatively, may act in accordance with Section
7.02 hereof under the circumstances described therein (subject to Section 3.20(g) hereof); (iii) provides that the
Trustee (for the benefit of the Certificateholders and the related Companion Holder (if applicable) and the Trustee (as holder
of the Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing Agreement, but that (except to
the extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated by the immediately preceding
clause (ii)) none of the Trust, the Trustee, the Operating Advisor, the Certificate Administrator, the Master Servicer,
as applicable, any successor master servicer or any Certificateholder (or the related Companion Holder, if applicable) shall have
any duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan
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


 






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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 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.


 



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(c)       As
part of its servicing activities hereunder, the Master Servicer for the benefit of the Trustee and the Certificateholders, shall
(at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance and enforce the obligations of each
Sub-Servicer under the related Sub-Servicing Agreement, except that the Master Servicer shall be required only to use reasonable
efforts to cause any Initial Sub-Servicer to comply with the requirements of Article XI hereof. Such enforcement, including,
without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements in accordance with their respective
terms and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time
as is in accordance with the Servicing Standard. The Master Servicer shall have the right to remove a Sub-Servicer retained by
it (other than any Sub-Servicer retained by it at the request of the Mortgage Loan Seller, which is only removable for cause)
at any time it considers removal to be in the best interests of Certificateholders in accordance with the terms of the related
Sub-Servicing Agreement.


 


(d)       In
the event the Trustee or its designee becomes successor master servicer and assumes the rights and obligations of the Master Servicer
under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents and
records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being serviced
thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts to
effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)       Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in Article XI
with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer shall remain obligated
and responsible to the Trustee, the Special Servicer, holders of the Companion Loans serviced hereunder, the Certificateholders
for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent
and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans 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,


 



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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 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 Excluded Loan) the Directing Holder and (b) the
Operating Advisor (with respect to the Special Servicer only),


 






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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; Certain Rights
and Powers of Directing Holder.  (a) Each Controlling Class Certificateholder is hereby deemed to have agreed
by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the
Master Servicer, 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 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 execute and deliver to the parties to this Agreement a certification substantially in the form of Exhibit
P-1G to this Agreement prior to being recognized as the new Controlling Class Representative.


 


(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) 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



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notification provided by the purported Controlling Class Certificateholder that owns the largest
aggregate Certificate Balance of the Controlling Class without independently verifying that such Controlling Class Certificateholder
actually owns the largest aggregate Certificate Balance of the Controlling Class.


 


(c)       Until
it receives notice to the contrary, each of the Master Servicer, the Special 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.


 


(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 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, RREF III-D AIV
RR H, 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.


 


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.


 


(f)        If
to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate
Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling
Class.


 


(g)       Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Holder may have special
relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Holder
may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Holder does not have any liability
or duties to the Certificateholders other than the Controlling Class; (iv) the Directing Holder may take actions that favor interests
of the Holders of the Controlling


 



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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.


 


(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 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 H-RR Certificates are the Controlling Class Certificates, the holder of more than 50% of the Controlling
Class Certificates (by Certificate Balance) may waive its right to act as or appoint a Controlling Class Representative and to
exercise any of the rights of the Controlling Class Representative or cause the exercise of any of the rights of the Controlling
Class Representative set forth in this Agreement, by irrevocable written notice delivered to the Depositor, the Certificate Administrator
(which shall be via e-mail to trustadministrationgroup@wellsfargo.com), the Trustee, the Master Servicer, the Special Servicer
and the Operating Advisor. Any such waiver will remain effective with respect to such holder and the Class H-RR Certificates until
such time as that Certificateholder has (i) sold a majority of the Class H-RR Certificates (by Certificate Balance) to an unaffiliated
third party and (ii) certified to the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special
Servicer and the Operating Advisor that (a) the Transferor retains no direct or indirect voting rights with respect to the Class
H-RR Certificates that it does not own, (b) there is no voting agreement between the Transferee and the Transferor and (c) the
Transferor retains no direct or indirect economic interest in the Class H-RR Certificates. Following any such transfer, the successor
holder of more than 50% of the Class H-RR Certificateholders (by Certificate Balance), if Class H-RR Certificates are the Controlling


 



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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 H-RR 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 H-RR Certificates (by Certificate
Balance), if they are the Controlling Class Certificates, to act as or appoint a Controlling Class Representative and the rights
of the Controlling Class Representative will not be operative (notwithstanding whether a Control Termination Event or a Consultation
Termination Event is or would otherwise then be in effect).


 


(m)      Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement
made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide
to the Master Servicer, the Special 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.


 


In
the event that a Control Termination Event has occurred due to a reduction of the Certificate Balance of the Class H-RR Certificates
(taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class
in accordance with Section 4.05(a) hereof) to less than 25% of the Original Certificate Balance thereof, such special notice
shall state “A Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class H-RR
Certificates to less than 25% of the Original Certificate Balance thereof.”


 


In
the event that a Control Termination Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class
H-RR Certificateholder who has become the Controlling Class Certificateholder of its right to appoint a Controlling Class Representative
or to exercise any of the rights of the Controlling Class Certificateholder, such special notice shall state “A Control
Termination Event and a Consultation Termination Event has occurred


 



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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 H-RR Certificate, and upon notice to the Certificate Administrator in the form of Exhibit
MM that results in a termination of a Control Termination Event or a Consultation Termination Event, such “special notice”
shall state: “A Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect
due to a transfer of a majority interest of the Controlling Class Certificates to an unaffiliated third party which has terminated
any waiver by the prior Holder.”


 


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 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


 



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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 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.


 


(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, (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
hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan,
to the extent the related Co-Lender Agreement provides that such right is exercisable by the related Companion Holder or is exercisable
in conjunction with any related Companion Holder, the Controlling Class Representative shall not be permitted to exercise such
right or, to the extent provided in the related Co-Lender Agreement, shall be required to exercise such right in conjunction with
the related Companion Holder, as applicable (except to the extent that the Controlling Class Representative is the related Serviced
Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer
or the 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, 


 



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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 any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period
if such Special Servicer determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders
and the related Companion Holder. In no event shall the 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 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.


 



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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
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) (a) it has been appointed and currently serves as a master servicer or special servicer, as applicable,
on a transaction-level basis on a CMBS transaction currently rated by Moody’s that currently has securities outstanding
and (b) it is not a master servicer or special servicer, as applicable, that has been publicly cited by Moody’s as having
servicing concerns as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on
“watch status” in contemplation of a rating downgrade or withdrawal) of securities rated by Moody’s in a CMBS
transaction serviced by the applicable replacement master servicer or special servicer prior to the time of determination, if
Moody’s is the non-responding Rating Agency, (ii) the applicable replacement master servicer or special servicer is rated
at least “CMS3” (in the case of the master servicer) or “CSS3” (in the case of the special servicer),
if Fitch is the non-responding Rating Agency or (iii) KBRA has not cited servicing concerns of the applicable replacement master
servicer or special servicer, as applicable, as the sole or material factor in any qualification, downgrade or withdrawal of the
ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any
other commercial mortgage-backed


 



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securitization transaction serviced by the applicable replacement master servicer or special
servicer prior to the time of determination, if KBRA is the non-responding Rating Agency.


 


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).


 


(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


 






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deemed to be waived on, as applicable,
the same terms and conditions applicable to obtaining Rating Agency Confirmations, as set forth in this Agreement; provided,
that the Master Servicer, Special Servicer, Trustee, Certificate Administrator, Controlling Class Representative or applicable
Certificateholders, as applicable, depending on which is seeking the subject Companion Loan Rating Agency Confirmation, shall
forward to one or more of its counterpart (i.e., the master servicer, special servicer, trustee or certificate administrator,
if and as applicable), the Rule 17g-5 information provider for the Other Securitization Trust, or such other party or parties
(as are agreed to by the Master Servicer, Special Servicer, Trustee, Certificate Administrator, Controlling Class Representative
or applicable Certificateholders, as applicable, and the applicable parties for the related Other Securitization Trust), at the
expense of the Other Securitization Trust to the extent not borne by the related Mortgagor, and in such format as the sender and
recipient may reasonably agree, (i) the request for such Companion Loan Rating Agency Confirmation at least two (2) Business Days
before it is sent to the applicable Companion Loan Rating Agency, (ii) all materials forwarded to the Depositor under this Agreement
for posting on the Depositor’s 17g-5 Website in connection with seeking the Rating Agency Confirmation(s) for the applicable
Relevant Action at approximately the same time that such materials are forwarded to the Depositor, and (iii) any other materials
that the applicable Companion Loan Rating Agency may reasonably request in connection with such Companion Loan Rating Agency Confirmation
promptly following such request.


 


Section
3.26     The Operating Advisor. (a)
The Operating Advisor shall promptly review (i) 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 after the
occurrence 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 (after
the occurrence and during the continuance of an Operating Advisor Consultation Event) and Final Asset Status Report delivered
to the Operating Advisor by the 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, any attestation report, any Major Decision
Reporting Package, and/or Asset Status Report (in each case, after the occurrence and during the continuance of an Operating Advisor
Consultation Event), any Final Asset Status Report and other reports by the 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


 



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prior calendar year, (i) any Mortgage Loan (other than a Non-Serviced Mortgage Loan) was a Specially Serviced
Loan or (ii) the Operating Advisor was entitled to consult with the Special Servicer respect to any Major Decision) 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 an “asset-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 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 “asset-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 (after the occurrence and during the continuance of an Operating Advisor Consultation Event), Final Asset Status Report
and other information, in each case, delivered to the operating advisor by the 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


 



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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 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 Special Servicer
shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the


 



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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 involvement with respect to collateral substitutions,
assignments, workouts, modifications, consents, waivers, insurance policies, mortgagor substitutions, lease changes or other similar
actions that the Special Servicer may perform under this Agreement and will have no obligations at any time with respect to any
Non-Serviced Mortgage Loan.


 


With
respect to the determination of whether an Operating Advisor Consultation Event has occurred and is continuing, or has terminated,
the Operating Advisor is entitled to rely solely on its receipt from the Certificate Administrator of notice pursuant to this
Agreement (which includes notices posted to the Certificate Administrator’s Website), and, with respect to any obligations
of the Operating Advisor that are performed only after the occurrence and continuance of an Operating Advisor Consultation Event,
the Operating Advisor will have no obligation to perform any such duties until the receipt of such notice or actual knowledge
of the occurrence of an Operating Advisor Consultation Event.


 


(f)       The
Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not, without the prior written consent of the 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 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


 



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Agreement that receives “Privileged Information”
from the Operating Advisor with a notice stating that such information is Privileged Information shall not disclose such Privileged
Information to any Person other than pursuant to a Privileged Information Exception. Notwithstanding the foregoing, the Operating
Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Operating Advisor
that agree in writing to be bound by the same confidentiality provisions applicable to the Operating Advisor.


 


(g)       Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance
with the terms of Section 4.07(a).


 


(h)       As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Remittance Date with respect to each Mortgage Loan (including the Serviced Mortgage Loans and the Non-Serviced Mortgage Loans
but not any Companion Loan) 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.


 


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 processing the
Major Decision shall use efforts to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection
with such Major Decision that are consistent with the efforts that the Master Servicer or the Special Servicer processing the
Major Decision would use to collect any Mortgagor-paid fees not specified in the loan agreement owed to it in accordance with
the Servicing Standard, but only to the extent not prohibited by the related Mortgage Loan documents. The Master Servicer or 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


 



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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 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 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 and Beneficial Owner of Certificates may register
to receive email notifications when such notices are posted on the Certificate Administrator’s Website. The Certificate
Administrator will be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting
notices of such requests.


 


(j)       After
the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of holders of Voting
Rights representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts
to notionally reduce the Certificate Balance of the Classes of Certificates), the Trustee 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


 



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 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 Excluded Loan and
only if no Consultation Termination Event has occurred) and the Certificateholders.


 


(k)       The
holders of Voting Rights representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder
may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the certificate administrator
of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event,
such Operating Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder.
Upon any such waiver of an Operating Advisor Termination Event, the Trustee and the Certificate Administrator shall be entitled
to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor
Termination Event prior to such waiver from the Trust.


 


(l)       Prior
to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative shall have the right to
consent, such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor
appointed pursuant to this Section 3.26; provided, further, that such consent will be deemed to have been
granted if no objection is made within ten (10) Business Days following the Controlling Class Representative’s receipt of
the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(m)       The
Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written notice
to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer, the Controlling Class Representative, 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


 



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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 by their acceptance of their Certificates shall be deemed to have agreed, that
(i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions taken
or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting party
to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty except
with respect to its specific obligations under this Agreement, and shall have no duty to any particular Class of Certificates
or particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment adviser” within
the meaning of the Investment Advisers Act of 1940, as amended.


 


(p)       The
Operating Advisor may delegate its duties to agents or subcontractors to the extent such agents or subcontractors satisfy clauses
(c), (d) and (f) of the definition of “Eligible Operating Advisor” and so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 3.26. Notwithstanding the foregoing
sentence, the Operating Advisor shall remain obligated and primarily liable for any actions required to be performed hereunder
in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation or
liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or
subcontractor to the same extent and under the same terms and conditions as if the Operating Advisor alone were performing its
obligations under this Agreement.


 


(q)       For
the avoidance of doubt, while the Operating Advisor may serve in a similar capacity with respect to other securitizations that
involve the same parties or Mortgagors involved in this securitization, any experience or knowledge gained by the Operating Advisor
from such other engagements may not be imputed to the Operating Advisor or its employees for this transaction; provided, however,
the Operating Advisor may consider such experience or knowledge as pertinent information for discussion with the 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,


 






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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 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


 






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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 Special Servicer, following the occurrence and during the continuance of a Control Termination
Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling
Note Holder” (or similar term identified in the related Co-Lender Agreement) under the related Co-Lender Agreement.


 


(f)       With
respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Co-Lender Agreement and
incorporates by reference all provisions required to be included herein pursuant to such Co-Lender Agreement.


 


(g)       On
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.


 






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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 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


 






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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, the Master Servicer and/or the Special Servicer, or any predecessor master servicer or special
servicer, and represent the interests of the Trust in any litigation relating to the rights and obligations of the Trust, or of
the Mortgagor or other Borrower-Related Party, under the related Mortgage Loan or Whole Loan, as applicable, the related Mortgaged
Property or other collateral securing such Mortgage Loan or Whole Loan, or the enforcement of the obligations of a Borrower-Related
Party under the related Mortgage Loan documents (“Loan-Related Litigation”). In the event that the Master Servicer
is named in any Loan-Related Litigation but the 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 monthly 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 decisions
and resolutions related to the interests of the Trust in such Loan-Related Litigation, including but not limited to the selection
of counsel; provided that, the Master Servicer shall have the right to engage separate counsel relating to claims against
the Master Servicer to the extent set forth in Section 3.31(e) and provided, further, that if there are claims
against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such
counsel selected by the Special Servicer shall be reasonably acceptable to the Master Servicer.


 


(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
(only if the related Mortgage Loan is not an Excluded Loan and for so long as no Consultation Termination Event has occurred and
is continuing and to the extent the identity of the Directing Holder is actually known to the 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


 






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Servicer), and the Directing Holder (only if the related Mortgage Loan
is not an Excluded Loan and for so long as no Control Termination Event has occurred and is continuing) has not objected in writing
within five (5) Business Days of having been notified thereof and having been provided with all information that the Directing
Holder has reasonably requested with respect thereto promptly following its receipt of the subject notice (it being understood
and agreed that if such written objection has not been received by the 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, 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 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 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 provided in this Section 3.31 to represent the interests of the Trust in Loan-Related
Litigation, and subject to the rights of the Special Servicer to direct the Master Servicer’s actions in this Section
3.31, the Master Servicer shall retain the right to make determinations relating to claims against the Master Servicer, including
but not limited to the right to engage separate counsel and to appear in any proceeding on its own behalf in the Master Servicer’s
reasonable discretion, the cost of which shall be subject to indemnification as and to the extent provided in this Agreement.


 


(f)       Further,
nothing in this Section shall require the Master Servicer, the 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)       Notwithstanding
the Master Servicer’s right to make determinations relating to claims against the Master Servicer, the Special Servicer
shall have the right at any time in accordance with the Servicing Standard to (i) direct the Master Servicer to settle any claims
asserted against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Loan-Related
Litigation) and (ii) otherwise reasonably direct the


 



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actions of the Master Servicer relating to claims against the Master Servicer
(whether or not the Trust or the Special Servicer is named in any such claims or Loan-Related Litigation), provided in either
case that (A) such settlement or other direction does not contain or require any admission of liability, wrongdoing or consent
to injunctive relief on the part of the Master Servicer, (B) the cost of such settlement or any resulting judgment is and shall
be paid by the Trust pursuant to the terms of this Agreement, and payment of such cost or judgment is provided for in this Agreement,
(C) the Master Servicer is and shall be indemnified as and to the extent provided in this Agreement for all costs and expenses
of the Master Servicer incurred in defending and settling the Loan-Related Litigation and for any related judgment, (D) any action
taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to the Master Servicer) to be in compliance
with the Servicing Standard, and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory
to the Master Servicer as to the items in clauses (A), (B) and (C); and provided, further, that, with respect to
any material settlements with respect to any Mortgage Loan other than an Excluded Loan, the Special Servicer shall be required
to obtain the consent or consultation of the Directing Holder prior to the occurrence and continuance of a Control Termination
Event or Consultation Termination Event, respectively.


 


(h)       In
the event both the Master Servicer and the Special Servicer or Trust are named in Loan-Related Litigation, the Master Servicer
and the Special Servicer shall 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 the event, 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 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,


 



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(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 and with respect to any Mortgage Loan other than an Excluded Loan, with the consent or consultation of
the Directing Holder prior to the occurrence and continuance of a Control Termination Event or Consultation Termination Event,
respectively) from initiating any action, suit, litigation or proceeding in its name as representative of the Trust.


 


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 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.


 



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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.


 


Article
IV



distributions TO CERTIFICATEHOLDERS


 


Section
4.01 Distributions.


 


(a)       
[Reserved].


 



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    (b)       On
each Distribution Date, to the extent of the 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,
and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution Account in the following order
of priority, satisfying in full, to the extent required and possible, each priority before making any distribution with respect
to any succeeding priority:


 



(i)          first, to the Holders of the Class A-1 Certificates, the Class A-2
Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class A-AB Certificates, the Class X-A Certificates
and the Class X-B Certificates, in respect of interest, up to an amount equal to, and pro rata in accordance with, the
respective Interest Distribution Amounts in respect of such Class of Certificates for such Distribution Date;


 


(ii)         second,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates
and the Class A-AB Certificates in reduction of the Certificate Balances thereof: (I) prior to the Cross-Over Date (1) first,
to the Holders of the Class A-AB Certificates, in an amount up to the Principal Distribution Amount, until the outstanding Certificate
Balance of the Class A-AB Certificates has been reduced to the Class A-AB Scheduled Principal Balance for such Distribution Date;
(2) second, to the Holders of the Class A-1 Certificates, in an amount up to the Principal Distribution Amount (or the
portion thereof remaining after any distributions specified in subclause (1) above have been made on such Distribution
Date), until the outstanding Certificate Balance of the Class A-1 Certificates has been reduced to zero; (3) third, to
the Holders of the Class A-2 Certificates in an amount up to the Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in subclauses (1) and (2) above have been made on such Distribution Date), until
the outstanding Certificate Balance of the Class A-2 Certificates has been reduced to zero; (4) fourth, to the Holders
of the Class A-3 Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any
distributions specified in subclauses (1), (2) and (3) above have been made on such Distribution Date), until
the outstanding Certificate Balance of the Class A-3 Certificates has been reduced to zero; (5) fifth, to the Holders of
the Class A-4 Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions
specified in subclauses (1), (2), (3) and (4) above have been made on such Distribution Date), until
the outstanding Certificate Balances of the Class A-4 Certificates has been reduced to zero, and (6) sixth, to the Holders
of the Class A-AB Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any
distributions specified in subclauses (1), (2), (3), (4) and (5) above have been made on such Distribution
Date), until the outstanding Certificate Balances of the Class A-AB Certificates, without regard to the Class A-AB Scheduled Principal
Balance, has been reduced to zero; and (II) on or after the Cross-Over Date, to the Class A-1, Class A-2, Class A-3, Class A-4
and Class A-AB Certificates, pro rata (based on their respective Certificate Balances) in an amount equal to the Principal
Distribution Amount for such Distribution Date, until the Certificate Balance of each of the Class A-1, Class A-2, Class A-3,
Class A-4 and Class A-AB Certificates is reduced to zero;


 



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(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;


 


(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 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 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, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xi)         eleventh,
after the Certificate Balances of the Class A Certificates and the Class B Certificates have been reduced to zero, to the Holders
of the Class C Certificates






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in
reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates and the Class B Certificates have been made on such Distribution
Date) until the Certificate Balance of the Class C Certificates has been reduced to zero;


 


(xii)        twelfth,
to the Holders of the Class C Certificates 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 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 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;


 



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(xix)       nineteenth,
to the Holders of the Class F-RR Certificates, in respect of interest, up to an amount equal to, the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(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-RR Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A Certificates, 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-RR Certificates has been reduced
to zero;


 


(xxi)       twenty-first,
to the Holders of the Class F-RR 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-RR Certificates, in respect of interest, up to an amount equal to, the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xxiii)       twenty-third,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates and Class F-RR Certificates have been reduced to zero, to the Holders of the Class G-RR Certificates, in
reduction of the Certificate Balance thereof, an amount equal to the 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-RR Certificates have been made on such Distribution Date), until the outstanding Certificate
Balance of the Class G-RR Certificates has been reduced to zero;


 


(xxiv)       twenty-fourth,
to the Holders of the Class G-RR Certificates, 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;


 


(xxv)       twenty-fifth,
to the Holders of the Class H-RR Certificates, in respect of interest, up to an amount equal to, the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xxvi)       twenty-sixth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates, Class F-RR Certificates and Class G-RR Certificates have been reduced to zero, to the Holders of the Class
H-RR Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the
portion thereof remaining after any


 






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distributions
in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates,
Class F-RR Certificates and Class G-RR Certificates have been made on such Distribution Date), until the outstanding Certificate
Balance of the Class H-RR Certificates has been reduced to zero;


 


(xxvii)       twenty-seventh,
to the Holders of the Class H-RR Certificates, 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;


 


(xxviii)       twenty-eighth,
to the Holders of the Class J-RR Certificates, in respect of interest, up to an amount equal to, the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xxix)        twenty-ninth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates, Class F-RR Certificates, Class G-RR Certificates and Class H-RR Certificates have been reduced to zero,
to the Holders of the Class J-RR Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F-RR Certificates, Class G-RR Certificates
and Class H-RR Certificates have been made on such Distribution Date), until the outstanding Certificate Balance of the Class
J-RR Certificates has been reduced to zero;


 


(xxx)        thirtieth,
to the Holders of the Class J-RR 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


 


(xxxi)       thirty-first,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the 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 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 actually distributable to the
Holders of the respective Related Certificates as provided in 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. On each Distribution Date, each Lower-Tier
Regular Interest shall be deemed to receive distributions in respect of interest in an amount equal to the Interest Distribution
Amount in respect of its Related Certificates, plus a pro rata portion of the Interest Distribution Amount in respect of
(i) in the case of the Class LA1, Class LA2, Class LA3, Class LA4, Class LAAB and Class LAS Lower-Tier Regular Interests, the
Class X-A Certificates, (ii) in the case of the Class LB Uncertificated Interest, the Class X-B Certificates, and (iii) in the
case of the Class LD Uncertificated Interest, the Class X-D Certificates, in each case, computed based on an interest rate equal
to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through Rate of the Related Certificates 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
with respect thereto, as adjusted for the allocation of Realized Losses, as provided in Sections 4.04(b) and 4.04(b).
The initial principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount.
The pass-through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in the Preliminary
Statement hereto.


 


Any
amount that remains in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier
Distribution Amount, and distribution of Yield Maintenance Charges pursuant to Section 4.01(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, any Yield Maintenance Charge collected on the Mortgage Loans as of the related Determination Date shall
be distributed to Holders of the Classes of Certificates as follows: (a) pro rata, between (i) the group (the “YM
Group A”) of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, 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 X-B Certificates, the Class B Certificates, the Class C Certificates,


 






    	-295- 



     


    

 


the
Class D Certificates and Class E 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, Class D and Class E Certificates have
been reduced to zero, 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.


 


(iii)       All
distributions of Yield Maintenance Charges made (i) in respect of the respective Classes of Regular Certificates 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 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 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 Available Funds for such Distribution Date. Amounts paid from the Gain-on-Sale Reserve Account will not
reduce the Certificate Balances of the Classes of Certificates receiving such distributions. Any amounts remaining in the Gain-on-Sale
Reserve Account after such distributions shall be held and applied to offset future Realized Losses with respect to the Principal
Balance Certificates and related Realized Losses in each case allocable to the Regular Certificates. Upon termination of the Trust,
any amounts remaining in the


 






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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 (determined without regard to any possible
future reimbursement of Realized Losses previously allocated to such Certificate) will be made in like manner, but, in the case
of the Certificates, only upon presentation and surrender of such Certificate at the offices of the Certificate Registrar or such
other location specified in the notice to Certificateholders of such final distribution.


 


Each
distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall
be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with
its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners
that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating
firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners
that it represents. None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer,
the Special 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) will be made on the next Distribution Date, the Certificate Administrator
shall, no later than the related P&I Advance Determination Date, post on the Certificate Administrator’s Website pursuant
to Section 3.13(b) a notice in electronic format to the effect that:


 


  (i)        the
Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such
Distribution Date but, 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 from and after such Distribution Date.


 



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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 previously allocated to the Regular Certificates shall be made in the amounts and manner specified
in Section 4.01(b), Section 4.01(d) or Section 4.01(e) as applicable, to the Holders of the respective Class
otherwise entitled to distributions of interest and principal on such Class on the relevant Distribution Date; provided
that all distributions in reimbursement of Realized Losses previously allocated to a Class of Certificates which has since been
retired shall be to the prior Holders that surrendered the Certificates of such Class upon retirement thereof and shall be made
by check mailed to the address of each such prior Holder last shown in the Certificate Register. Notice of any such distribution
to a prior Holder shall be made in accordance with Section 13.05 at such last address. The amount of the distribution to
each such prior Holder shall be based upon the aggregate Percentage Interest evidenced by the Certificates surrendered thereby.
If the check mailed to any such prior Holder is returned uncashed, then the amount thereof shall be set aside and held uninvested
in trust for the benefit of such prior Holder, and the Certificate Administrator shall attempt to contact such prior Holder in
the manner contemplated by Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 


(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;


 



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(ii)         to
the extent permitted under the related Co-Lender Agreement and not otherwise previously reimbursed, to pay the Trustee or the
Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or
reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced Whole
Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related Co-Lender
Agreement;


 


(iii)       to
pay all amounts remaining in the Serviced Whole Loan Custodial Account related to such Serviced Companion Loan to the related
Companion Holder, in accordance with the related Co-Lender Agreement; and


 


(iv)       to
clear and terminate the Serviced Whole Loan Custodial Account at the termination of this Agreement pursuant to Section 9.01.


 


All
distributions from the Serviced Whole Loan Custodial Account required hereunder shall be made by the Companion Paying Agent to
the related Companion Holder by wire transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the
account of such Companion Holder or an agent therefor appearing on the Companion Register on the related Record Date (or, if no
such account so appears or information relating thereto is not provided at least five Business Days prior to the related Record
Date, by check sent by first class mail to the address of such Companion Holder or its agent appearing on the Companion Register).
Any such account shall be located at a commercial bank in the United States.


 


On
the final Master Servicer Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate
Administrator who shall distribute to the Mortgage Loan Seller, any Loss of Value Payments relating to the Mortgage Loans that
it is servicing and that were transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding
Master Servicer Remittance Date.


 


Section
4.02     Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of
Power of Attorney.  (a) On each Distribution Date, the Certificate Administrator shall make available pursuant
to Section 3.13(b) on the Certificate Administrator’s Website to any Privileged Person a statement (substantially
in the form set forth as Exhibit G hereto and based in part upon information supplied to the Certificate Administrator
in the related CREFC® Investor Reporting Package in accordance with CREFC® guidelines) as to the
distributions made on such Distribution Date (each, a “Distribution Date Statement”) which shall include:


 


(i)          the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;


 


(ii)         the
aggregate amount of Advances made, with respect to the pool of Mortgage Loans, 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;


 



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(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 Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent
Appraisal or valuation;


 


(ix)         the
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 allocable (A) to Yield Maintenance
Charges and (B) prepayment premiums;


 


(xii)        the
Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiii)       the
Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date;


 


(xiv)       the
Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately after
such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized






    	-300- 



     


    

 


Loss, on such
Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses, in respect of the
Principal Balance Certificates, to date;


 


(xv)        the
Certificate Factor for each Class of Certificates (other than the Class R Certificates) immediately following such Distribution
Date;


 


(xvi)       the
amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount
allocable to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan
basis;


 


(xvii)       the
current Controlling Class;


 


(xviii)       the
number and related Stated Principal Balance of any Mortgage Loans 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 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(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 in reimbursement of previously
allocated Realized Losses;


 


(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 allocated to the Principal Balance Certificates in connection with such Liquidation Event;


 



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(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 allocated to the Principal Balance Certificates, if 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;


 


(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 nor by its filing of such
information, including, but not limited to, with EDGAR, pursuant to this Agreement.


 


Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who
at any time during the calendar year was a Holder of a Certificate, 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






    	-302- 



     


    

 


thereof
during which person was a Certificateholder, together with such other information as the Certificate Administrator deems necessary
or desirable, or that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their
tax returns for such calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to
the extent that substantially comparable information shall be provided by the Certificate Administrator pursuant to any requirements
of the Code as from time to time are in force.


 


Upon receipt of an Asset Review Report Summary from the Asset Representations Reviewer
required to be delivered pursuant to Section 12.01(b), the Certificate Administrator shall (i) include such Asset Review
Report Summary in Item 1B on the Form 10-D in accordance with Section 11.04 for such period in which such Asset Review
Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate Administrator’s Website
not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset Representations Reviewer.


 


(b)       [Reserved].


 


(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 or any prospective Certificateholder 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 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 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






    	-303- 



     


    

 


in
its possession regarding the Specially Serviced Mortgage Loans and REO Properties as may be necessary for the Master Servicer
to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator.
Neither the Certificate Administrator nor the Depositor shall have any obligation to recompute, verify or recalculate the information
provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report or file received
from the Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely thereon in calculating
and making distributions to Certificateholders in accordance with Section 4.01, preparing the Distribution Date Statement
required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance with Section 4.04.


 


Notwithstanding
the foregoing, the failure of the Master Servicer or 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 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






    	-304- 



     


    

 


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 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 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






    	-305- 



     


    

 


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. If the Master Servicer
or the Trustee make a P&I Advance with respect to any Mortgage Loan that is part of a Whole Loan with a related Serviced Companion
Loan or Non-Serviced Companion Loan, then it shall provide written notice to the related Other Servicer, Other Trustee, Non-Serviced
Master Servicer, Non-Serviced Special Servicer or Non-Serviced Trustee, as applicable, of the amount of such P&I Advance with
respect to such Mortgage Loan within two (2) Business Days of making such P&I Advance.


 


(b)       Subject
to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the Master Servicer with
respect to any Distribution Date and each Mortgage Loan, 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 (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






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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.


 


(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,






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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 aggregate Stated Principal Balance (for purposes of this calculation only, not giving effect to any reductions
of the Stated Principal Balance for payments of principal collected on the Mortgage Loans that were used to reimburse any
Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement
Amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans (excluding any
portion allocable to any related Companion Loan if applicable) as of the end of the last day of the related Collection
Period, is less than (ii) the then aggregate Certificate Balance of the 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 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. In the event that the amount of any subsequent
recovery of Nonrecoverable Advances is added to the Principal Distribution Amount and the Certificate Balance of any Class of
Certificates, the amount of any unreimbursed Realized Losses allocated to such Class will be reduced by the amount of such
recovery that was added to the Certificate Balance of such Class.


 


(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 J-RR Certificates, then, to the Class H-RR Certificates,
then, to the Class G-RR Certificates, then, to the Class F-RR Certificates, then,


 






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to
the Class E Certificates, then, to the Class D Certificates, then, to the Class C Certificates, then, to
the Class B Certificates; then, to the Class A-S Certificates and then, pro rata (based on their respective
Certificate Balances), to the Class A-1, Class A-2, Class A-3, Class A-4 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), respectively, with respect to such Distribution Date shall reduce the Lower-Tier Principal
Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section
4.05     Appraisal Reduction Amounts; Collateral Deficiency Amounts. (a) For purposes of (x) determining the
Controlling Class (and whether a Control Termination Event has occurred and is continuing) and (y) determining the Voting
Rights of the related Classes for purposes of removal of the 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 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 J-RR Certificates, then,
to the Class H-RR Certificates, then, to the Class G-RR Certificates, then, to the Class F-RR Certificates, then,
to the Class E Certificates, then, to the Class D Certificates, then, to the Class C Certificates, then,
to the Class B Certificates, then, to the Class A-S Certificates, and finally, pro rata based on their
respective interest entitlements, to the Senior Certificates). 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






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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 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 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 J-RR Certificates, then, to the Class H-RR Certificates, then,
to the Class G-RR Certificates, then, to the Class F-RR 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).
In addition, for purposes of determining the Controlling Class and the occurrence of a Control Termination Event, Collateral Deficiency
Amounts allocated to a related Mortgage Loan that is an AB Modified Loan will be allocated to each class of Control Eligible Certificates
in reverse sequential order to notionally reduce the Certificate Balance thereof until the related Certificate Balance of each
such class is reduced to zero (i.e., first, to the Class J-RR certificates and second, to the Class H-RR Certificates).
For the avoidance of doubt, for purposes of determining the Controlling Class and the occurrence of a Control Termination Event,
any Class of Control Eligible Certificates will be allocated both applicable Appraisal Reduction Amounts and applicable Collateral
Deficiency Amounts, as described in this paragraph.


 


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,






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which
shall be delivered simultaneously with the CREFC® Loan Periodic Update File in accordance with Section 3.12(d),
and the Certificate Administrator will be required to promptly post notice of such Appraisal Reduction Amount, Collateral Deficiency
Amount and any resulting Cumulative Appraisal Reduction Amount, as applicable, to the certificate administrator’s website.


 


(b)       (i)
The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates, 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 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 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






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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 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 next 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 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 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






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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 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 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, 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, has become a Corrected Loan (for such purposes taking into account any amendment
or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with
respect to which no other Appraisal Reduction Event has occurred and is continuing, such Mortgage Loan or Serviced Whole Loan
will no longer be subject to an Appraisal Reduction Amount and the related Appraisal Reduction Event shall cease to exist. 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


 






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Amount
in respect of a Serviced AB Whole Loan will be allocated in accordance with the related Co-Lender Agreement or, if no allocation
is specified in the related Co-Lender Agreement, then, first, to the related AB Subordinate Companion Loan (until its principal
balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata to the related AB Mortgage
Loan and any related Pari Passu Companion Loan. Any Appraisal Reduction Amount in respect of any Serviced Pari Passu Whole Loan
will be allocated in accordance with the related Co-Lender Agreement or, if no allocation is specified in the related Co-Lender
Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion
Loan, based upon their respective Stated Principal Balances.


 


Section
4.06     [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 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: REAM_InvestorRelations@wellsfargo.com), in each
case within a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the
Master Servicer, the 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, (iii) answering any Inquiry would be in violation of applicable law, the






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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 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) 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, (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 for which its response would require the Operating Advisor to provide information to
such inquiring Certificateholders that they are otherwise not entitled to receive under the terms of this Agreement.


 


(b)       The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry will be required to certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged






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Person
and (b) it grants authorization to the Certificate Administrator to make its name and contact information available on the Investor
Registry for at least forty-five (45) days from the date of such certification to persons entitled to access to the Investor Registry.
Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name and e-mail
address, as well as certain optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder
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: RAInvRequests@wellsfargo.com), in each case within a commercially reasonable period of time following receipt
thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer or the 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






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Agreement,
it shall not be required to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information Provider by e-mail
of such determination. The 17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry with the reason
it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider will not be liable
for the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A Forum and Document Request
Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and Document Request Tool
will be attributable only to the respondent, and shall not be deemed to be answers from any other person. None of the Underwriters,
the Depositor, or any of their respective Affiliates will certify to any of the information posted in the Rating Agency Q&A
Forum and Document Request Tool and no such party shall have any responsibility or liability for the content of any such information.
The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s Website any Rating Agency
Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is administrative or ministerial
in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions, answers and other communications
that are not submitted via the 17g-5 Information Provider’s Website.


 


Section
4.08     Secure Data Room. (a) The Certificate Administrator shall create a Secure Data Room and the Depositor
shall, upon the receipt of the Mortgage Loan Seller’s Diligence File Certification and within 120 days following the
Closing Date, deliver to the Certificate Administrator an electronic copy of the Diligence Files for the Mortgage Loans that
have been uploaded by the Mortgage Loan Sellers to the Intralinks Site. Upon receipt thereof, the Certificate Administrator
shall promptly upload the contents of each Diligence File actually received by it to the Secure Data Room. Access to the
Secure Data Room shall be granted by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any
other Person at the direction of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and
receipt by the Certificate Administrator of a certification substantially in the form of Exhibit QQ hereto (which
shall be sent via e-mail to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate
Administrator’s website). In no case whatsoever shall Certificateholders be permitted to access the Secure Data Room.
For the avoidance of doubt, the Certificate Administrator shall be under no obligation to post any documents or information
to the Secure Data Room other than the contents of the Diligence Files initially delivered to it by the Depositor.


 


(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






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Person’s
use or dissemination of the documents or information contained on the Secure Data Room; provided that such event or occurrence
is not also a result of its own negligence, bad faith or willful misconduct. The Certificate Administrator shall not be required
to restrict access to the Secure Data Room on a loan-by-loan basis and any Person with access to the Secure Data Room shall covenant
to access only the information necessary to perform its duties and responsibilities under this Agreement.


 


(c)       Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall
transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part of the costs and expenses
associated with the transfer of its responsibilities upon the resignation or removal of the Certificate Administrator pursuant
to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed
from the Trust or the 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-18, with such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary,
appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as may be required by law, or as may,
consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof.
The Class X Certificates will be issuable only in minimum Denominations of authorized initial Notional Amount of not less
than $1,000,000 and in integral multiples of $1.00 in excess of $1,000,000. The Offered Certificates (other than the Class
X-A Certificates and Class X-B Certificates) will be issuable only in minimum Denominations of authorized initial Certificate
Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The Non-Registered Certificates
(other than the Class X-D 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 






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applicable, of such Class over (ii) the largest
integral multiple of $1.00 that does not exceed such amount. The Class R Certificates shall be issued, maintained and transferred
in minimum Percentage Interests of 10% of such Class R Certificates and in integral multiples of 1% in excess thereof.


 


(b)       One
authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


(c)       Until
the expiration of the Retained Interest Transfer Restriction Period, the HRR Certificates shall only be held as Definitive Certificates
in the Third Party Purchaser Safekeeping Account by the Certificate Administrator (and the Holder of the HRR Certificates shall
be registered on the Certificate Register), unless otherwise consented to by the Sponsor. The Certificate Administrator shall
hold the HRR Certificates in safekeeping and shall release the same only upon receipt of written instructions 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)


 






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MAC:
N9345-010


 425
E. Hennepin Avenue





Minneapolis,
Minnesota 55414


 


On
the Closing Date, the Certificate Administrator shall deliver written confirmation to the Depositor, the Sponsor and the Third
Party Purchaser substantially in the form of Exhibit SS to this Agreement evidencing its receipt of the HRR Certificates.


 


The
Certificate Administrator shall make available to the Holder of the HRR Certificates a statement of Third Party Purchaser Safekeeping
Account as mutually agreed upon by the Certificate Administrator and the Holder of the HRR Certificates, and in accordance with
the Certificate Administrator’s policies and procedures. Any transfer of the HRR Certificates shall be subject to Article
V of this Agreement.


 


(d)          In
the event the Third Party Purchaser seeks to cause the release of any HRR Certificates from the Third Party Safekeeping Account,
the Third Party Purchaser shall deliver to the Certificate Administrator (i) a written request for such release and (ii) a written
request for the Sponsor’s consent to such release substantially in the form attached hereto as Exhibit D-5. Promptly
upon receipt of such request for the Sponsor’s consent, the Certificate Administrator shall forward such request to the
Sponsor, the Depositor and counsel via electronic mail to the addresses listed on such form (or such other method and/or address(es)
as may hereafter be furnished by the Sponsor to the Certificate Administrator in writing). The Certificate Administrator may not
consent to, or otherwise permit, any such release without obtaining the Sponsor’s countersigned request for consent; provided
that if the Sponsor fails to respond (which response, for the avoidance of doubt, may include an acknowledgement of such request)
in writing to the Certificate Administrator within 10 Business Days after the Sponsor’s receipt of any such written request
for the Sponsor’s consent, such release will be deemed to have been approved by the Sponsor. Notwithstanding the foregoing,
if the release of any HRR Certificates pursuant to this Section 5.01(d) occurs in connection with the termination of the
Risk Retention Rule and the Third Party Purchaser desires to exchange the HRR Certificates for Book-Entry Certificates, the Third
Party Purchaser must also comply with the transfer provisions in Section 5.03(g) and obtain the consent of the Sponsor
pursuant to this Section 5.01(d). Upon the release of such HRR Certificates from the Third Party Safekeeping Account, the
Certificate Administrator’ obligations with respect thereto shall cease and terminate and the Certificate Administrator
shall be released therefrom. The Certificate Administrator shall be indemnified and held harmless for any release in connection
with the preceding, in accordance with the terms set forth in Section 8.03.


 


Section
5.02 Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under
applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a
transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to RREF III-D AIV RR H, LLC) is
to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:


 






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(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, 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.


 






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(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 (until the expiration
of the Retained Interest Transfer Restriction Period) 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.


 


(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


 






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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, 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


 






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Certificate for an interest in the Regulation S Book-Entry
Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who is required
to take delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate, such holder may, subject to the
rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest
in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated
in Section 5.07 hereof, of (1) instructions given in accordance with the Depository’s procedures from a Depository
Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S Book-Entry
Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written
order given in accordance with the Depository’s procedures containing information regarding the participant account of the
Depository to be credited with such increase and (3) a certificate in the form of Exhibit J hereto given by the holder
of such beneficial interest stating (A) that the transfer of such interest has been made in compliance with the transfer restrictions
applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, or (B) that the Transferee is otherwise
entitled to hold its interest in the applicable Certificates in the form of an interest in the Regulation S Book-Entry Certificate,
without any registration of such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel
to such effect and such other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall
instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and
to increase, or cause to be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate
Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited
to the account of the Person specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal
to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from
the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that
is being exchanged or transferred.


 


(e)          Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If a holder
of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate deposited with
the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate of the
same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate, such
holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange
or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same
Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1)
instructions from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar,
to 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


 






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participant account with the Depository to be credited with such increase, (2) with respect
to a transfer of an interest in the Regulation S Book-Entry Certificate, information regarding the participant account of the
Depository to be debited with such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Book-Entry
Certificate for an interest in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form
of Exhibit K hereto given by the holder of such beneficial interest and stating that the Person transferring such interest
in the Temporary Regulation S Book-Entry Certificate reasonably believes that the Person acquiring such interest in the Rule 144A
Book-Entry Certificate is a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment Representation Letter
in the form of Exhibit C attached hereto from the Transferee to the effect that such Transferee is a Qualified Institutional
Buyer (an “Investment Representation Letter”) and is obtaining such beneficial interest in a transaction meeting
the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced,
the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase,
or cause to be increased, the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance
of the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged,
and the Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited,
to the account of the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate equal
to the reduction in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
and to debit, or cause to be debited, from the account of the Person making such transfer the beneficial interest in the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)          Temporary
Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S Book-Entry
Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate
(a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable,
has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial interest in such
Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation
S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering to the Depository
for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry Certificate,
representing the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged
for interests in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream
of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive
evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant
to the terms of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary
Regulation S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall
endorse the Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance 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


 






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Temporary Regulation S Book-Entry
Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement
as the Regulation S Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)          Non-Book
Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than a Class R Certificate)
wishes at any time, or a Third Party Purchaser wishes, pursuant to Section 5.01(d), to exchange its interest in such Non-Book
Entry Certificate for an interest in a Book-Entry Certificate of the same Class, or to transfer all or part of such Non-Book Entry
Certificate to a Person who is entitled to take delivery thereof in the form of an interest in a Book-Entry Certificate, such
holder may, subject to the rules and procedures of Euroclear or Clearstream, if applicable, and the Depository, cause the exchange
of all or part of such Non-Book Entry Certificate for an equivalent beneficial interest in the appropriate Book-Entry Certificate
of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof,
of (1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from such holder directing the Certificate
Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable Book-Entry Certificate equal
to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited with such increase and (3) a certificate in the form of Exhibit
M hereto (in the event that the applicable Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in
the form of Exhibit N 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


 






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with Rule 144A
or Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


 


(j)          Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers
made pursuant to the provisions of subsection (e) above.


 


(k)          If
Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend
relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor
the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule
144A or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate
and deliver Certificates that do not bear such legend.


 


(l)          All
Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(m)          With
respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer
to the Initial Purchasers) 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


 






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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 a prohibited transaction under ERISA, Section
4975 of the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.03(m) shall be deemed
absolutely null and void ab initio, to the extent permitted under applicable law.


 


(n)          No
Class R Certificate may be purchased by or transferred to any prospective purchaser or Transferee that is or will be a Plan, or
any person acting on behalf of a Plan or using the assets of a Plan (within the meaning of Department of Labor Regulation §
2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Class R Certificate. Each prospective Transferee of a Class
R Certificate shall deliver to the Transferor and the Certificate Administrator a representation letter, substantially in the
form of Exhibit F-2, stating that the prospective Transferee is not a Plan or a person acting on behalf of or using the
assets of a Plan. Any attempted or purported transfer in violation of these transfer restrictions shall be null and void ab
initio and shall vest no rights in any purported Transferee and shall not relieve the Transferor of any obligations with respect
to the applicable Certificates.


 


Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 


(i)             Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in
the first sentence of this Section 5.03(n) by a Person who is not a Permitted Transferee or by a Person who is acting as
an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding
owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest
as soon and as fully as possible.


 


(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


 






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such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
Transferee to deliver, and the proposed Transferee shall deliver to the Certificate Registrar and to the proposed Transferor,
an affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed
Transferee (A) that such proposed Transferee is a Permitted Transferee and (B) stating that (1) the proposed Transferee historically
has paid its debts as they have come due and intends to do so in the future, (2) the proposed Transferee understands that, as
the holder of a Residual Ownership Interest, it may incur liabilities in excess of cash flows generated by the residual interest,
(3) the proposed Transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4)
the proposed Transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign
permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed Transferee or any
other U.S. Tax Person, (5) the proposed Transferee will not transfer the Residual Ownership Interest to any Person that does not
provide a Transferee Affidavit or as to which the proposed Transferee has actual knowledge that such Person is not a Permitted
Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee,
and (6) the proposed Transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(n)
and (y) other than in connection with the initial issuance of a Class R Certificate, require a statement from the proposed Transferor
substantially in the form attached as Exhibit D-2 (the “Transferor Letter”), that the proposed Transferor
has no actual knowledge that the proposed Transferee is not a Permitted Transferee and has no actual knowledge or reason to know
that the proposed Transferee’s statements therein are false.


 


(iii)           Notwithstanding
the delivery of a Transferee Affidavit by a proposed Transferee under clause (ii) above, if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer to such proposed
Transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided,
however, the Certificate Registrar shall not be required to conduct any independent investigation to determine whether
a proposed Transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to
any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention
of the foregoing restrictions, and in any event not later than sixty (60) days after a request for information from the Transferor
of such Residual Ownership Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service
and the Transferor of such Residual Ownership Interest or such agent such information necessary to the application of Section
860E(e) of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated
excess inclusions with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election
of the Certificate Registrar, the Certificate Registrar may charge a reasonable fee 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.


 






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(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-3, and (ii) a certification from the Certificateholder
desiring to effect such transfer substantially in the form attached hereto as Exhibit D-4. 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 transferee. For the avoidance of doubt, in no event shall the HRR Certificates be held as a Book-Entry
Certificate with a balance in excess of $0 at any time prior to the expiration of the Retained Interest Transfer Restriction Period.


 


(q)          Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding,
and the Certificateholders shall be required to provide the Certificate Administrator with such forms and such other information
reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any amount from interest
or original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal withholding requirements,
the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be deemed to have been distributed
to such Persons for all purposes of this Agreement.


 


(r)          [Reserved].


 


(s)          [Reserved].


 


(t)          Each
fiduciary (a “Plan Fiduciary”) purchasing Certificates on behalf of a Plan subject to Section 406 of ERISA
or Section 4975 of the Code (an “ERISA Plan”), as a condition of the ERISA Plan’s purchase of the Certificates,
(a) must be “independent” (within the meaning of 29 C.F.R. Section 2510.3-21) of the Depositor, the issuing entity,
the Sponsor, the Underwriters, the Initial Purchasers, the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer and any of their respective affiliated entities (the “Transaction
Parties”) and (b) will be deemed to have represented that:


 


(1)
the Plan Fiduciary either: (a) is a bank as defined in Section 202 of the Investment Advisers Act of 1940 (the “Advisers
Act”), or similar institution that is regulated and supervised and subject to periodic examination by a State or Federal
agency; (b) is an insurance carrier which is qualified under the laws of more than one state to perform the services of managing,
acquiring or disposing of assets of an ERISA Plan; (c) is an investment adviser registered under the Advisers Act, or, if not
registered an as investment adviser under the Advisers Act by reason of paragraph (1) of Section 203A of the Advisers Act, is
registered as an


 






    	-330- 



     


    

 


investment adviser under the laws of the state in which it maintains its principal office and place of business;
(d) is a broker-dealer registered under the Securities Exchange Act of 1934, as amended; or (e) has, and at all times that the
ERISA Plan is invested in the Certificates will have, total assets of at least U.S. $50,000,000 under its management or control
(provided that this clause (e) shall not be satisfied if the Plan Fiduciary is either (i) the owner or a relative of the owner
of an investing individual retirement account or (ii) a participant or beneficiary of the ERISA Plan investing in the Certificates
in such capacity);


 


(2)
the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions
and investment strategies, including the acquisition of the Certificates by the ERISA Plan;


 


(3)
the Plan Fiduciary is a “fiduciary” with respect to the ERISA Plan within the meaning of Section 3(21) of ERISA, Section
4975 of the Code, or both, and is responsible for exercising independent judgment in evaluating the ERISA Plan’s acquisition
of the Certificates;


 


(4)
none of the Transaction Parties has exercised any authority to cause the ERISA Plan to invest in
the Certificates or to negotiate the terms of the ERISA Plan’s investment in the Certificates;


 


(5)
neither the ERISA Plan nor the Plan Fiduciary is paying or has paid any fee or other compensation to any of the Transaction Parties
for investment advice (as opposed to other services) in connection with the ERISA Plan’s acquisition or holding of the Certificates;
and


 


(6)
the Plan Fiduciary has been informed by the Transaction Parties: (a) that none of the Transaction Parties is undertaking to provide
impartial investment advice or to give advice in a fiduciary capacity; and (b) of the existence and nature of the Transaction
Parties’ financial interests in the ERISA Plan’s acquisition of the Certificates.


 


The
above representations are intended to comply with 29 C.F.R. Sections 2510.3-21(a) and (c)(1). If these provisions are revoked,
repealed or no longer effective, these representations shall be deemed to be no longer in effect.


 


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.


 






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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 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 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


 






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Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record with
respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from such Certificateholder
or Certificate Owner that it is the beneficial owner of a Certificate and (y) another document confirming ownership of such Certificate
(e.g., trade confirmation, account statement, or a letter from a broker-dealer). The Certificate Administrator shall not
have any obligation to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate
and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator incurs in connection with
any request to communicate shall be paid by the Trust.


 


Section
5.07 Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office
or offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate
Registrar initially designates its office at 600 South 4th Street, 7th Floor, MAC: N9300-070, Minneapolis,
Minnesota 55479 as its office for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders
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;


 






    	-333- 



     


    

 


provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)          The
Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special Servicer
or the Depositor.


 


Section
5.09 Voting Procedures for Certificates.  (a) With respect to any matters submitted to holders of Voting
Rights for a vote, the Certificate Administrator shall administer such vote through the Depository with respect to Book-Entry
Certificates and directly with registered Holders by mail with respect to Definitive Certificates. In each case, such vote
shall be administered in accordance with the following procedures, unless different procedures are otherwise described herein
with respect to a specific vote:


 


(b)          Any
matter submitted to holders of Voting Rights for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The
notice and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered
Holders of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all holders of Voting Rights regardless of whether
any holder of Voting Rights actually receives the notice and ballot.


 


(c)          In
connection with any vote administered pursuant to this Agreement, holders of Voting Rights shall be required to certify their
holdings in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders of Voting Rights
may only vote in accordance with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall
be calculated by the Certificate Administrator in accordance with the definition of Voting Rights as of the record date for the
vote. Only Classes of Certificates with an outstanding Certificate Balance greater than zero as of the record date of the vote
shall be permitted to vote. Once a holder of Voting Rights has cast its vote, the vote may be changed or retracted on or before
the vote deadline. Any changes or retractions shall be communicated by the holder of Voting Rights to the Certificate Administrator
in writing on a ballot. After the vote deadline has passed, votes may not be changed or retracted by any holder of Voting Rights
unless the holder wishing to change or retract its vote holds a sufficient portion of the Voting Rights such that the holder,
by its vote alone, could approve or deny the proposition subject to a vote without taking into consideration the votes cast by
any other holder of Voting Rights. Transferees or purchasers of any Class of Certificates are subject to and shall be bound by
all votes of holder of Voting Rights initiated or conducted prior to its acquisition of such Certificate.


 


(d)          The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be
counted. Promptly after the votes are tabulated, the Certificate


 






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Administrator shall prepare a notice announcing the results of
the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition
and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by holder of Voting
Rights. The notice shall be distributed in accordance with the methods described in Section 5.09(b) above. The Certificate
Administrator shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds
with the date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent
manifest error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(e)          Any
and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate Administrator is under no obligation to advise holder of Voting Rights about the matter being voted
on or answer questions other than process-related questions regarding the administration of the vote.


 


(f)          If
any party to this Agreement believes a vote of holder of Voting Rights is needed for some matter related to the administration
of the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote
and the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of holder of Voting Rights to carry a proposition.


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, The Special Servicer, the Operating Advisor, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING
HOLDER


 


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, 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


 






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material instrument to which it is a party or that is applicable to it or any of its assets or (C) violate
any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Master Servicer to
perform its obligations under this Agreement or its financial condition;


 


(iii)          The
Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)          This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(v)          The
Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any 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,


 






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authorization, order, qualification, registration, filing or notice would not have a material
adverse effect on the performance by the Master Servicer under this Agreement; and


 


 (ix)          to
its actual knowledge, the Master Servicer is not Risk Retention Affiliated with the Third Party Purchaser.


 


(b)          The
Special Servicer, hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, 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


 






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perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


(vi)          No
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer 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,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer and
the Asset Representations Reviewer, as of the Closing Date, that:


 


(i)            The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the
State of New York, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, or (C)
violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject, which,
in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or its financial condition;


 


(iii)          The
Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has


 






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duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)          This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to
(A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(v)          The
Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating
Advisor’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or the financial condition of the Operating Advisor;


 


(vi)          The
Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof;


 


(vii)          No
litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor, which
would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this
Agreement;


 


(viii)          No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement
or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of
its obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the
Operating Advisor to perform its obligations hereunder;


 


(ix)          The
Operating Advisor possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement
over the life of the Trust Fund; and


 


(x)           The
Operating Advisor is an Eligible Operating Advisor.


 


(d)          The
Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders
and to the Depositor, the


 






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Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date, that:


 


(i)          The
Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the
laws of the State of New York, and the Asset Representations Reviewer is in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms
of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational
documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to
it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations
Reviewer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely
affect either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its financial
condition;


 


(iii)          The
Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed
by it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)          This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


 


(v)          The
Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


 


(vi)          No
litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations
Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset Representations
Reviewer’s good faith and reasonable judgment, is likely to


 






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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;


 


(viii)          No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer
with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this Agreement,
except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance
by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)          The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)          The
representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of this Agreement.
Upon discovery by any party to this Agreement (or upon written notice thereof from any Certificateholder or any Companion Holder)
of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the
interests of any party to this Agreement, the Certificateholders, the party discovering such breach shall give prompt written
notice to the other parties hereto, each certifying Certificateholder and, prior to the occurrence and continuance of a Control
Termination Event, the Directing Holder.


 


Section
6.02 Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special 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 entity in each jurisdiction in
which qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates
or any of the Mortgage Loans or Companion Loans and to perform its respective duties under this Agreement.


 






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(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 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


 






    	-342- 



     


    

 


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 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, 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


 






    	-343- 



     


    

 


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,
in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of a Serviced Companion Loan (as
a collective whole) taking into account the subordinate or pari passu nature of such Serviced Companion Loan); provided,
however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan are involved, such expenses, costs
and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in accordance with the related Co-Lender
Agreement and will also be payable out of the other funds in the Collection Account if amounts on deposit with respect to such
Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities relate to a Mortgage Loan or Companion
Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will be used to reimburse the Trust
for any amounts advanced for the payment of such expenses, costs or liabilities. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting therefrom shall be


 






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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) and the Cayman Agent, 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, the Sponsor (but only in the case of the Certificate Administrator and with respect
to Article V) and the Trust and any partner, director, officer, shareholder, member, manager employee or agent thereof,
and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and
related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as
a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator or the Cayman Agent,
respectively, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the
Trustee or the Certificate Administrator or the Cayman Agent, respectively, of its duties and obligations hereunder or by reason
of breach


 






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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 or by reason of negligent disregard by
the Operating Advisor of its duties


 






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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 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


 






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indemnification under this Agreement or otherwise, unless the Asset
Representations Reviewer’s defense of such claim is materially prejudiced thereby.


 


(i)          The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator, Non-Serviced Operating
Advisor, Non-Serviced Asset Representations Reviewer, Non-Serviced Depositor and Non-Serviced Trustee, and any of their respective
partners, directors, officers, shareholders, members, managers, employees or agents and the applicable Non-Serviced Trust, shall
be indemnified by the Trust and held harmless against the Trust’s pro rata share (subject to the applicable Non-Serviced
Co-Lender Agreement) of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and
any other costs, liabilities, fees and expenses incurred in connection with the servicing and administration of a Non-Serviced
Mortgage Loan and the related Non-Serviced Mortgaged Property (or with respect to the Non-Serviced Operating Advisor and/or Non-Serviced
Asset Representations Reviewer, incurred in connection with the provision of services for such Non-Serviced Mortgage Loan) under
the applicable Non-Serviced Pooling Agreement (as and to the same extent the applicable Non-Serviced Trust is required to indemnify
such parties in respect of other mortgage loans in the applicable Non-Serviced Trust pursuant to the terms of the related Non-Serviced
Pooling Agreement).


 


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.


 


For
the avoidance of doubt, with respect to any indemnification provisions in this Agreement providing that the Trust or a party to
this Agreement is required to indemnify another party to this Agreement for costs, fees and expenses, such costs, fees and expenses
are intended to include costs (including, but not limited to, reasonable attorney’s fees and expenses) of the enforcement
of such indemnity.


 


Section
6.05 Depositor, Master Servicer and Special 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


 






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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 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. (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 Excluded Loan or Servicing Shift Mortgage Loan and (b) the Special Servicer with respect to Non-Specially Serviced
Mortgage Loans other than any Excluded Loan or Servicing Shift Mortgage Loan, involving a Major Decision, and notwithstanding
anything herein to the contrary, except as set forth in, and in any event subject to the second and third paragraphs of this Section
6.08, (i) in the event that the Special Servicer and


 






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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 consent shall be deemed given (unless earlier objected to by the Special Servicer)
ten (10) 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 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


 






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foregoing, other than immaterial condemnation actions and other similar takings, or if otherwise required
pursuant to the specific terms of the related Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;


 


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


 


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


 


(viii)        releases
of amounts from any escrow accounts, reserve accounts or letters of credit held as performance or “earn-out” escrows
or reserves, other than those required 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


 






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(xv)          any
approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds or
condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property, in each case, to the
extent the lender has discretion under the related Mortgage Loan documents;


 


provided,
further, that, in the event that the 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 or the Operating Advisor), is necessary
to protect the interests of the Certificateholders (or, with respect to any Serviced Whole Loan, the interest of the Certificateholders
and the holders of any related Serviced Companion Loan) (as a collective whole (taking into account the subordinate or pari
passu nature of any Companion Loans)), the Special Servicer or Master Servicer, as applicable may take any such action without
waiting for the Directing Holder’s response (or without waiting to consult with the Directing Holder or the Operating Advisor,
as the case may be), provided that the Special Servicer or Master Servicer, as applicable provides the Directing Holder
(or the Operating Advisor, if applicable) with prompt written notice following such action including a reasonably detailed explanation
of the basis therefor. Similarly, with respect to a Serviced AB Whole Loan, following the occurrence of an extraordinary event
with respect to any related Mortgaged Property, or if a failure to take any such action at such time would be inconsistent with
the Servicing Standard, the Master Servicer or the Special Servicer, as applicable, may take actions with respect to such Mortgaged
Property before obtaining the consent of the Directing Holder if the Master Servicer or the Special Servicer, as applicable, reasonably
determines in accordance with the Servicing Standard that failure to take such actions prior to such consent would materially
and adversely affect the interest of the Certificateholders and the holders of any related Serviced Companion Loan, as a collective
whole, and the Master Servicer or the Special Servicer, as applicable, has made a reasonable effort to contact the Directing Holder.
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


 






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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 second preceding paragraph, (a) the Special Servicer shall process all requests for any matter that constitutes
a “Major Decision” with respect to (i) any Specially Serviced Mortgage Loan and (ii) any Non-Specially Serviced Mortgage
Loan (unless the Master Servicer and 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, 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 with respect to a Non-Specially Serviced Mortgage Loan, or if otherwise provided
herein, 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 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 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


 






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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.


 


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 or the Operating Advisor, 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, the Trustee and the Rating Agencies of its determination, including a reasonably detailed explanation
of the basis therefor. The taking of, or refraining from taking, any action by the Master Servicer or the Special Servicer in
accordance with the direction of or approval of the Directing Holder or the Operating Advisor 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 acknowledges and agrees that the Directing Holder may take actions that favor the interests of one or more Classes
of the Certificates including the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing
Holder may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates, that
the Directing Holder may act solely in the interests of the Controlling Class Certificateholders, including the Holders of the
Controlling Class, that the Directing Holder does not have any duties or liability to the Certificateholders other than the Controlling
Class, that the Directing Holder shall not be liable to any Certificateholder, by reason of its having acted solely in the interests
of the Controlling Class Certificateholders, and that the Directing Holder shall have no liability whatsoever for having so acted,
and no Certificateholder may take any action whatsoever against the Directing Holder or any director, officer, employee, agent
or principal thereof for having so acted.


 


Any
Non-Serviced Whole Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or
the Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its
acceptance of a Certificate, each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling
Holder, with respect to the related Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes
of the certificates issued under the related Non-Serviced Pooling Agreement including the Holders of the controlling class under
such Non-Serviced Pooling Agreement over other Classes of the Certificates, and that such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, may


 






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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 Excluded Loan), the Directing Holder shall have no right to consent to or direct any action taken
or not taken by any party to this Agreement; (ii) after the occurrence and during the continuance of a Control Termination Event
but prior to the occurrence of a Consultation Termination Event, the Directing Holder shall remain entitled to receive any notices,
reports or information to which it is entitled pursuant to this Agreement, and the Master Servicer, the Special Servicer and any
other applicable party shall consult with the Directing Holder (other than with respect to any Excluded Loan) in connection with
any action to be taken or refrained from taking to the extent set forth herein; and (iii) after the occurrence of a Consultation
Termination Event and at any time with respect to any Excluded Loan, the Directing Holder shall have no direction, consultation
or consent rights hereunder and no right to receive any notices, reports or information (other than notices, reports or information
required to be delivered to all Certificateholders) or any other rights as Directing Holder.


 


Prior
to the occurrence and continuance of an Operating Advisor Consultation Event, the Special Servicer will be required to provide
each Major Decision Reporting Package to the Operating Advisor promptly after the Special Servicer receives the Directing Certificateholder’s
approval or deemed approval of such Major Decision Reporting Package; provided, however, that with respect to any non-Specially
Serviced Loan no Major Decision Reporting Package shall be required to be delivered prior to the occurrence and continuance of
an Operating Advisor Consultation Event. After the occurrence and during the continuance of an Operating Advisor Consultation
Event (whether or not a Control Termination Event is continuing), the 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 (which written request and Major Decision Reporting Package may be
delivered in one notice), as set forth under Section 6.08. With respect to any particular Major Decision and/or related
Major Decision Reporting Package or any Asset Status Report required to be delivered by the Special Servicer to the Operating
Advisor, the Special Servicer shall make available to the Operating Advisor a servicing officer with the relevant knowledge regarding
the Mortgage Loan and such Major Decision and/or Asset Status Report in order to address reasonable questions that the Operating
Advisor may have relating to, among other things, such Major Decision and/or Asset Status Report.


 






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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 that is in possession of the Special Servicer 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 Excluded
Loan related to the Controlling Class Representative (regardless of whether an Operating Advisor Consultation Event has occurred
and is continuing), the Special Servicer or the related Excluded Special Servicer, as applicable, shall consult with the Operating
Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions that it is processing
and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set
forth in this Section 6.08 for consulting with the Operating Advisor.


 


In
connection with the Controlling Class Representative 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.


 


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.


 






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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


 


(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 or, solely with respect to a Serviced Whole Loan if affected by such failure, by the holder
of the related Serviced Pari Passu Companion Loan; 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


 






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Certificateholders
or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues unremedied for a period of
thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, shall have been given to the
Master Servicer or 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 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)          either
of Moody’s or KBRA (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency) has (A) qualified,
downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or one or more classes of Serviced Companion
Loan Securities, or (B) placed one or more Classes of Certificates or one or more classes of Serviced Companion Loan Securities
on “watch status” in contemplation of a rating downgrade or withdrawal (and such qualification, downgrade, withdrawal
or “watch status” placement shall not have been withdrawn by Moody’s or KBRA (or, in the case of Serviced Companion
Loan Securities, any Companion Loan Rating Agency) within sixty (60) days of such event) and, in the case of either of clauses
(A) or (B), publicly citing servicing concerns with the Master Servicer or the Special Servicer, as applicable, as
the sole or a material factor in such rating action;


 






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(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; or


 


(x)          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 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) 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


 






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Master Servicer’s
or the Special Servicer’s, as the case may be, responsibilities and rights (subject to Section 3.11 and Section
6.04) hereunder, including, without limitation, the transfer within five (5) Business Days to the Trustee for administration
by it of all cash amounts which shall at the time be or should have been credited by the Master Servicer to the Collection Account
or any Servicing Account (if it is the Affected Party), by 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) or (ix), 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 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 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 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 pursuant to Section 4.05 hereof) of the Principal Balance Certificates 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 of such request on the Certificate Administrator’s Website in accordance
with Section 3.13(b) and concurrently by mail, and conduct the solicitation of votes of all holders of Voting Rights in
such regard, which requisite affirmative votes shall be received within one hundred-eighty (180) days of the posting of such notice.
Upon the written direction of holders of Voting Rights evidencing at least 75% of a Quorum of Voting Rights or Holders of Principal
Balance Certificates evidencing more than 50% of the aggregate Voting Rights of each Class of Non-Reduced Interests on an aggregate
basis, the Trustee shall terminate all of the rights and obligations of the Special


 






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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 may (i) access
such notices via the Certificate Administrator’s Website and (ii) register to receive electronic mail notifications when
such notices are posted thereon. Notwithstanding the foregoing, the Certificateholders’ direction to replace 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.


 


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


 






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Special Servicer would be in the best interest of the Certificateholders 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 of the recommendation
and post such notice and report on the Certificate Administrator’s Website in accordance with Section 3.13(b), and
by mail conduct the solicitation of votes of all Certificates in such regard. Upon (i) the affirmative vote of Voting Rights evidencing
at least a majority of a Quorum (which, this purpose is the Holders that (i) evidence at least 20% of the Voting Rights (taking
into account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances) of all
Principal Balance Certificates on an aggregate basis, and (B) consist of at least three (3) Certificateholders, the Certificate
Owners that are not Risk Retention Affiliated with each other) and (ii) receipt of Rating Agency Confirmation from each Rating
Agency with respect to the termination of the 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. In the event the Special Servicer is terminated pursuant to this Section 7.01(d), the Directing Holder
may not subsequently reappoint such terminated Special Servicer or any Risk Retention Affiliate thereof. Notwithstanding the foregoing,
the Operating Advisor shall not be permitted to recommend the replacement of the Special Servicer with respect to an AB Whole
Loan so long as the related Serviced Companion Noteholder, is not subject to an AB Control Appraisal Period under the related
Co-Lender Agreement.


 


No
penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section
7.01(d). All costs of any such termination made by


 






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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 Excluded Loan. After the occurrence and during the continuance of a Control Termination
Event or if at any time the Excluded Special Servicer Loan is also an 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 Excluded Special Servicer or with respect to the identity of the Excluded Special Servicer
(as so long as, on the date of the appointment, such appointment of such Excluded Special Servicer meets the criteria set forth
hereunder). It shall be a condition to any such appointment that (i) the Rating Agencies confirm that the appointment would not
result in a qualification, downgrade or withdrawal of any of their then-current ratings of the Certificates and the equivalent
from each NRSRO hired to provide


 






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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 Excluded Special Servicer Loan.


 


The
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 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, 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


 






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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 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


 






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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.  (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 at their respective addresses
appearing in the Certificate Register.


 


(b)          Not
later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of time
or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would be deemed
to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate Administrator shall
transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the related Serviced
Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 






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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 any Serviced Companion Noteholder
affected by such Servicer Termination Event, and (2) a Servicer Termination Event under clause (iii) or clause (x)
of Section 7.01(a) related to Exchange Act reporting may be waived only with the consent of the Depositor and any Serviced
Companion Noteholder affected by such Servicer Termination Event. Upon any such waiver of a Servicer Termination Event, such Servicer
Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver
of a Servicer Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover
all costs and expenses incurred by it in connection with enforcement action taken with respect to such Servicer Termination Event
prior to such waiver from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair
any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement,
for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, any Certificates registered in the
name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters
described above as they would if any other Person held such Certificates.


 


Section
7.05 Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill its obligations hereunder
to make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business
Days following such failure by the Master Servicer with respect to Property Protection Advances resulting in a Servicer Termination
Event under Section 7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee has actual knowledge of such
failure with respect to such Property Protection Advances and (y) by noon, New York City time, on the related Distribution Date
with respect to P&I Advances pursuant to the Certificate Administrator’s notice of failure pursuant to Section 4.03(a)
unless such failure has been cured. With respect to any such Advance made by the Trustee, the Trustee shall succeed to all
of the Master Servicer’s rights with respect to Advances hereunder, including, without limitation, the Master Servicer’s
rights of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance
is a Nonrecoverable P&I Advance or Property Protection Advance, as the case may be, (without regard to any impairment of any
such rights of reimbursement caused by such Master Servicer’s default in its obligations hereunder); provided, however,
that if Advances made by the Trustee and the Master Servicer shall at any time be outstanding, or any interest on any Advance
shall be accrued and unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied
entirely to the Advances outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest
accrued thereon, prior to reimbursement of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively
rely on any notice given with respect to a Nonrecoverable Advance hereunder.


 






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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;


 


(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


 






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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 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, direction of the Depositor, certificate of auditors
or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, Appraisal, bond or other
paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or
parties;


 


(ii)       The
Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance therewith;


 


(iii)       Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in
it by this Agreement, the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or defend
any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, reasonable security or indemnity satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, if it shall have reasonable grounds for believing that repayment of such funds or reasonable indemnity satisfactory


 






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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 Certificate Administrator at the respective
Corporate Trust Office, and such notice references the Certificates or this Agreement;


 






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(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 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, Authenticating Agent and Cayman Agent).


 


Section
8.03     Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans.   The
recitals contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator
in


 






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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 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 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 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


 






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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),
the Cayman Agent and any director, officer, employee, representative or agent of the Trustee, the Certificate Administrator and
the Cayman Agent, 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, the Cayman Agent or the Certificate Administrator, respectively, in the normal course of the Trustee, the Cayman Agent
or the Certificate Administrator, respectively, performing its duties in accordance with any of the provisions hereof, which are
not “unanticipated expenses of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii)
any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or
expense incurred by reason of willful misconduct, bad faith or negligence in the performance of the Trustee’s or the Certificate
Administrator’s, respectively, obligations and duties hereunder, or by reason of negligent disregard of such obligations
or duties, or as may arise from a breach of any representation or warranty of the Trustee specified in Section 8.12 or
the Certificate Administrator specified in Section 8.14, respectively, made herein. The provisions of this Section 8.05(b)
shall survive the termination of this Agreement and any resignation or removal of the Trustee or the Certificate Administrator,
respectively, and appointment of a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator
in its capacities of Custodian, Certificate Registrar and Authenticating Agent.


 


(c)       The
Certificate Administrator shall indemnify and hold harmless the Depositor and the Mortgage Loan Seller from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by the Depositor, the Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach by the
Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator
is required to provide information to a Privileged Person that is an NRSRO, of its obligations under this Agreement or (ii) negligence,
bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider or
in any other capacity in which the Certificate Administrator is required to provide information to a Privileged Person that is
an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.


 






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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 (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.
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 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


 






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such instrument
shall be delivered to the Master Servicer, the Special Servicer, the Certificateholders and the Trustee or Certificate Administrator,
as applicable, by the Depositor. If no successor trustee or certificate administrator shall have been so appointed and have accepted
appointment within one hundred and twenty (120) days after the giving of such notice of resignation, the resigning Trustee or
Certificate Administrator may petition any court of competent jurisdiction for the appointment of a successor trustee or certificate
administrator, as applicable, and any expenses associated with such petition shall be an expense of the Trust.


 


(b)       If
at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section
8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request
therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall 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 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 by the Master Servicer. In the event of any such termination without cause
pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable, shall be responsible
for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)       Any
resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by
the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the


 






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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-GS7 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-GS7 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 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


 






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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. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance
of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


Section
8.09     Merger or Consolidation of Trustee or Certificate Administrator.  Any Person
into which the Trustee or the Certificate Administrator may be merged or converted or with which it may be consolidated or any
Person resulting from any merger, conversion or consolidation to which the Trustee or the Certificate Administrator shall be a
party, or any Person succeeding to all or substantially all of the corporate trust business of the Trustee or the Certificate
Administrator shall be the successor of the Trustee or the Certificate Administrator, as applicable, hereunder; provided
that, in the case of the Trustee, such successor person shall be eligible under the provisions of Section 8.06, without
the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding. The Certificate Administrator shall post such notice to the Certificate


 






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Administrator’s Website in accordance
with Section 3.13(b) and shall provide notice of such event to the Master Servicer, 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 Cayman Agent, 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 Cayman Agent, 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 Cayman Agent, co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates
of the appointment of a Cayman Agent, co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof.
All Cayman Agent and co-trustee fees shall be payable out of the Trust Fund.


 


(b)       In
the case of any appointment of a Cayman Agent, 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 Cayman Agent, 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 Cayman Agent, 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-Cayman Agent, separate
trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any Cayman Agent, separate trustee
or co-trustee shall refer to this Agreement and the conditions of this Article VIII. Each Cayman Agent, separate trustee
and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument
of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be filed with the Trustee.


 


(d)       Any
Cayman Agent, 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


 






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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 Cayman Agent, 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 Cayman Agent, 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, 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 (subject to the appointment in accordance with such applicable law
of the Cayman Agent or separate agent required pursuant to this Agreement), 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


 






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Noteholders or
the most recent identity and/or contact information regarding any of the Serviced Companion Noteholders has not been provided
to the Certificate Administrator, Master Servicer or the Special 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, 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


 






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Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


(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


 






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Trust’s portion of each REO Property, remaining in the
Trust Fund at a price equal to (a) the sum of (1) the aggregate Purchase Price of all the Mortgage Loans (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, Class D and Class E Certificates
are no longer outstanding and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero, the voluntary exchange by the Sole Owner of all the outstanding Certificates (other than Class R Certificates) 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, Class D and Class E
Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class R Certificates)), the Sole 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, the Master Servicer, the
Special Servicer, the Trustee and the Certificate Administrator


 






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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 Special Servicer purchases, or the Holders of the majority of the Controlling Class
or the Holders


 






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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
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 each Certificateholder so presenting and surrendering its Certificates (i) such
Certificateholder’s Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution
Account that are allocable to payments on the Class of Regular Certificates so presented, (ii) any remaining amounts of Yield
Maintenance Charges distributable to the Class X-B Certificates pursuant to Section 4.01(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 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, 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, 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 to meet claims), and the Trust (if
applicable) or the related Trust REMIC(s) shall terminate at that time.


 






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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 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 returns shall be borne by the
Certificate Administrator without any right of reimbursement therefor.


 






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(e)       The
Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information
as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service, 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, 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 REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure


 






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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 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 in the manner specified in Section 4.01(b), to the
extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R Certificates
in respect of the Class UR Interest. None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer
shall be responsible for any taxes imposed on any Trust REMIC except to the extent such taxes arise as a consequence of a breach
of their respective obligations under this Agreement which breach constitutes willful misconduct, bad faith, or negligence by
such party.


 


(h)       The
Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect
to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)    
   Following the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any
contributions of assets to any Trust REMIC unless the Certificate Administrator and the Trustee shall have received an
Opinion of Counsel (at the expense of the party seeking to make such contribution) to the effect that the inclusion of such
assets in such Trust REMIC will not cause an Adverse REMIC Event to occur.


 


(j)   
    Neither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the
Trust or any Trust REMIC will receive a fee or other compensation for services nor permit the Trust or any Trust REMIC to
receive any income from assets other


 






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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 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.


 


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


 






    	-391- 



     


    

 


Certificate Administrator, all information or data that the Certificate Administrator reasonably determines
to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the
price, yield, Prepayment Assumptions and projected cash flow of the Certificates.


 


(b)       The
Master Servicer and the Special 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
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 notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail
notice of such appointment to all Certificateholders; provided, however, that no successor REMIC Administrator shall
be appointed unless eligible under the provisions of this


 






    	-392- 



     


    

 


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-GS7, 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.


 


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


 






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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.


 


(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


 






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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,
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


 






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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 attached thereto. Any disclosure in addition
to the Distribution Date Statement that is required to


 






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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 and the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding
Distribution Date. The Depositor and the Mortgage


 






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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, e-mail: leah.nivison@gs.com, with
copies to: Joe Osborne, e-mail: joe.osborne@gs.com. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.04(b) and 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, expense, damage, or claim arising out of or with respect to any failure to
properly prepare, arrange for execution and/or timely file such


 






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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 ssreports@wellsfargo.com (or such other email address or phone number provided to the Certificate
Administrator and Depositor by written notice from the Master Servicer). The Master Servicer shall reasonably cooperate with the
Depositor to answer any reasonable questions that the Depositor may pose to the Master Servicer regarding the data or information
contained in any CREFC® Schedule AL File or Schedule AL Additional File (other than questions regarding data that is in the
Initial Schedule AL File, Initial Schedule AL Additional File or the Annex A to the Prospectus) as of the time the Master Servicer
delivered such CREFC® Schedule AL File or Schedule AL Additional File, as applicable, to the Certificate Administrator. The
Certificate Administrator, the Master Servicer and the Depositor, as applicable, shall each, to the extent related to such party’s
obligations hereunder, reasonably cooperate to remedy any filing errors regarding any CREFC® Schedule AL File or any Schedule
AL Additional File promptly.


 


Section
11.05     Form 10-K Filings.    (a) Within ninety (90) days after the end of each fiscal year of the
Trust (it being understood that the fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be
required by the Exchange Act (the “10-K Filing Deadline”), commencing in March 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.


 






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As
set forth on Exhibit CC hereto, no later than March 1st of each year that the Trust is subject to the Exchange
Act reporting requirements, commencing in 2018, (i) the parties listed on Exhibit CC shall be required to provide
to the Certificate Administrator and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer,
as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate
Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-K Disclosure, if
applicable, (ii) the parties listed on Exhibit CC hereto shall include with such Additional Form 10-K Disclosure,
an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will
approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure
on Form 10-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce
the performance by the parties listed on Exhibit CC of their duties under this paragraph or proactively solicit or
procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible for any reasonable
expenses incurred by the Trustee and the Certificate Administrator in connection with including any Additional Form 10-K
Disclosure on Form 10-K pursuant to this paragraph.


 


Form 10-K
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past ninety (90) 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


 






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Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator. The signing party
at the Depositor can be contacted at GS Mortgage Securities Corporation II, 200 West Street, New York, New York 10282, Attention:
Leah Nivison, e-mail: leah.nivison@gs.com, with copies to: Joe Osborne, e-mail: joe.osborne@gs.com. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.05 related to the
timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional Servicer
or Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines
in the performance of their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator shall
have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange
for execution and/or timely file such Form 10-K, where such failure results from the Certificate Administrator’s failure
to receive, on a timely basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing Function Participant
engaged by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own
negligence, bad faith or willful misconduct.


 


(c)       Upon
written request from the Mortgage Loan Seller, the Master Servicer or 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 complete contact information for the parties to the other securitizations,
each Reporting Servicer,


 






    	-403- 



     


    

 


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
information related to a Reportable Event or that is otherwise required to be included on


 






    	-404- 



     


    

 


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, e-mail: leah.nivison@gs.com,
with copies to: Joe Osborne, e-mail: joe.osborne@gs.com. The parties to this Agreement acknowledge that the performance by the
Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 8-K
is contingent upon such parties observing all applicable deadlines in the


 






    	-405- 



     


    

 


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 “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


 






    	-406- 



     


    

 


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 such statement until April 15 in any given year so long as it has received written confirmation


 






    	-407- 



     


    

 


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


 






    	-408- 



     


    

 


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.






    	-409- 



     


    

 


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 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 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


 






    	-410- 



     


    

 


attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of
Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain
restricted use language. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable
efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee. Copies of such statement will be provided by the Certificate Administrator in accordance with Section 3.13(b).
Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate
Administrator and the providing parties.


 


Promptly
after receipt of such report from the Master Servicer, 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,


 






    	-411- 



     


    

 


the Trustee or Certificate Administrator that is a Servicing Function Participant
or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional
Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect
to the Mortgage Loans, 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


 






    	-412- 



     


    

 


Depositor informed of its progress with the Commission or its
staff and copy the Depositor on all correspondence with the Commission or its staff and provide the Depositor with the opportunity
to participate (at the Depositor’s expense) in any telephone conferences and meetings with the Commission or its staff and
(ii) the Depositor shall cooperate with any Affected Reporting Party in order to authorize such Affected Reporting Party and its
representatives to respond to and negotiate directly with the Commission or its staff with respect to any comments from the Commission
or its staff relating to such Affected Reporting Party and to notify the Commission or its staff of such authorization. The Depositor
and the Affected Reporting Party shall cooperate and coordinate with one another with respect to any requests made to the Commission
or its staff for extension of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and
expenses incurred by the Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor) in connection
with the foregoing (other than those costs and expenses required to be at the Depositor’s expense as set forth above) and
any amendments to any reports filed with the Commission or its staff related thereto shall be promptly paid by the applicable
Affected Reporting Party upon receipt of an itemized invoice from the Depositor. Each of the Master Servicer, the Special 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.


 






    	-413- 



     


    

 


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 (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: Joe Osborne, e-mail: joe.osborne@gs.com.


 


Section
11.15     Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special


 






    	-414- 



     


    

 


Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced
Pari Passu Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of the Mortgage
Loan Seller pursuant to the related Co-Lender Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted
transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply with Regulation AB
(a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to comply with Regulation
AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that the Mortgage Loan Seller
reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(3), (c)(4) and (c)(5) of Item 1108
of Regulation AB and shall reasonably cooperate with the Mortgage Loan Seller to provide such other information as may be reasonably
necessary to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate Administrator, the Master Servicer
and 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


 






    	-415- 



     


    

 


precedent to any party’s obligations otherwise set forth above and/or elsewhere in Article XI that the Mortgage Loan
Seller (or permitted transferee or other party designated by the Mortgage Loan Seller, including the Other Depositor) shall have
(a) provided reasonable advance notice (and, in any event, not less than 10 Business Days) of the exercise of its rights
hereunder and (b) paid, or entered into reasonable agreement to cause to be paid, the reasonable out-of-pocket expenses (including
reasonable fees and expenses of counsel) incurred by such party in reviewing and/or causing the delivery of any disclosure, opinion
of counsel or indemnification agreement.


 


(b)       Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special 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


 






    	-416- 



     


    

 


Regulation AB Companion Loan Securitization instead of each time a filing is
required), provide the trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion
Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) information with respect to
any event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan within two
Business Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the extent the Trustee,
the Certificate Administrator, the Master Servicer or 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


 






    	-417- 



     


    

 


to, to the extent required pursuant to Item 1123 of Regulation
AB, deliver, with respect to itself, to the trustee or certificate administrator under such Regulation AB Companion Loan Securitization,
upon request or notice from such trustee (which request or notice may be given once at the closing of such Regulation AB Companion
Loan Securitization instead of each time a filing is required), under such Regulation AB Companion Loan Securitization a servicer
compliance statement signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation
AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the 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


 






    	-418- 



     


    

 


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 (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. (a)  For purposes of this Agreement, the
Mortgaged Property under Mortgage Loan No. 1 identified as “1999 Avenue of the Stars” on the Mortgage Loan
Schedule is a “significant obligor” within the meaning of Item 1101(k) of Regulation AB (“Significant
Obligor”) related to the Trust. With respect to the Significant Obligor, Item 6 of Form 10-D and Item 1112(b) of
Form 10-K provide


 






    	-419- 



     


    

 


for the inclusion of updated net operating income of the related Mortgaged Property, as required by Item 1112(b)
of Regulation AB, (i) on the related Form 10-D to be filed by the Trust (on a quarterly basis) on or before the related Significant
Obligor NOI Quarterly Filing Deadline or (ii) on each Form 10-K filed by the Trust, as applicable. The parties hereto acknowledge
that the date on which financial statements are required to be delivered to the related lender under the related Mortgage Loan
documents is forty-five (45) days following the end of each fiscal quarter or eighty-five (85) days following the end of each
fiscal year, as applicable, as set forth in Section 5.12 and 5.13 of the related Mortgage Loan agreement.


 


(b)       If
the Certificate Administrator has not timely received financial information from the related Non-Serviced Master Servicer or the
related Mortgaged Property, as applicable, satisfactory to comply with Item 6 of Form 10-D or Item 1112(b) of Form 10-K, as the
case may be, the Certificate Administrator shall include the following statement with respect to Item 6 on the related Form 10-D
or Item 1112(b) on the related Form 10-K: “The information required for this [Item 6] [Item 1112(b)] rests with a person
or entity which is not affiliated with the registrant. Oral and written requests have been made on behalf of the registrant, to
the extent required under the related pooling and servicing agreement, to obtain the information required for this [Item 6] [Item
1112 (b)], and the registrant has been unable to obtain such information to include on this [Form 10-D] [Form 10-K] by the related
filing deadline. The information is therefore being omitted herefrom in reliance on Rule 12b-21 under the Securities Exchange
Act of 1934, as amended” or such other statement as shall be required by the Depositor.


 


(c)       Notwithstanding
anything contained in this Section 11.16, in the event that the Certificate Administrator files a Form 15 Suspension
Notification pursuant to Section 11.08 of this Agreement and so long as the Trust is not subject to the reporting requirements
of the Exchange Act, the Master Servicer shall not be required to fulfill its obligations under this Section 11.16.


 


Section
11.17     Impact of Cure Period. For the avoidance of doubt, neither the Master
Servicer nor the Special 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, the Controlling
Class Representative and each other party to this


 






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Agreement. Any notice required to be delivered to the Certificateholders pursuant to this Article XII shall be
delivered by the Certificate Administrator by posting such notice on the Certificate Administrator’s Website, by mailing
such notice to the Certificateholders’ addresses appearing in the Certificate Register in the case of Definitive Certificates
and by delivering such notice via the Depository in the case of Book-Entry Certificates. The Certificate Administrator shall include
in the Form 10-D relating to the reporting period in which the Asset Review Trigger occurred the following statement describing
the events that caused the Asset Review Trigger to occur: “As of the [Date of Distribution], the following mortgage loans
identified below are 60 or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement
has occurred”. On each Distribution Date occurring after providing such notice to Certificateholders, the Certificate Administrator,
based on information provided to it by the Master Servicer, shall determine whether (1) any additional Mortgage Loan has
become a Delinquent Mortgage Loan, (2) any Mortgage Loan has ceased to be a Delinquent Mortgage Loan and (3) whether
an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in
clauses (1), (2) and/or (3), deliver written notice of such information (which may be via 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 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 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 and the Certificateholders (the “Asset
Review Notice”). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to
the Secure Data Room by providing the Certificate Administrator with a certification substantially in the form attached hereto
as Exhibit QQ (which shall be sent via e-mail to trustadministrationgroup@wellsfargo.com or submitted electronically via
the Certificate Administrator’s Website). Upon receipt of such certification, the Certificate Administrator shall promptly
(and in any case, within two (2) Business Days after such receipt) grant the Asset Representations Reviewer access to the Secure
Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following the receipt of
the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the Asset Representations
Reviewer will not be required to review any Delinquent Mortgage Loan unless and until (A) an additional Mortgage Loan has
become a Delinquent Mortgage Loan after the expiration of such 150-day period, (B) an Asset Review Trigger has occurred as
a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has timely received an Asset
Review Vote Election after the occurrence of the events described in clauses (A) and (B) in this sentence and (D) an
Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described


 






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in clause (C)
in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder
may make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket
expenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the
Trust from the Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection with the
foregoing through an agent.


 


(b)           (i)  Upon
receipt of an Asset Review Notice, the Custodian (with respect to the following clauses (1) - (5) for Non-Specially
Serviced Mortgage Loans), the Master Servicer (with respect to the following clause (6) for Non-Specially Serviced Mortgage
Loans and the Special Servicer (with respect to Specially Serviced Mortgage Loans), in each case to the extent in such party’s
possession, shall promptly, but in no event later than ten (10) Business Days (except with respect to the following clause (6))
after receipt of such notice from the Certificate Administrator, provide, or make available, the following materials for each
Delinquent Mortgage Loan (in electronic format) to the Asset Representations Reviewer (collectively, with the Diligence Files,
any notice of a breach of a representation or warranty relating to any Delinquent Mortgage Loan received by the Asset Representations
Reviewer from any other party to this Agreement, a copy of the Prospectus, a copy of the Mortgage Loan Purchase Agreement and
a copy of this Agreement, the “Review Materials”):


 


(1)       a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Mortgage
Loan that is subject to an Asset Review;


 


(2)       a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of
the Trustee, with evidence of recording thereon, related to each Delinquent Mortgage Loan that is subject to an Asset Review;


 


(3)      
a copy of the assignment of all unrecorded documents relating to each Delinquent Mortgage Loan that is subject to an Asset Review,
if not already covered pursuant to items (1) or (2) above;


 


(4)       a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements related to each Delinquent
Mortgage Loan that is subject to an Asset Review;


 


(5)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Mortgage Loan that is subject to an Asset Review; and


 


(6)       any
other related documents that were entered into or delivered in connection with the origination of such Mortgage Loan that are
necessary in connection with the Asset Representations Reviewer’s completion of any Asset Review and that are that are reasonably
requested by the Asset Representations Reviewer in the time frame and as otherwise described below.


 






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(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 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


 






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Asset
Review with respect to each representation and warranty made by the Mortgage Loan Seller with respect to such Delinquent Mortgage
Loan in accordance with the Asset Review Standard and the procedures set forth on Exhibit PP (each such procedure, a “Test”);
provided, however, the Asset Representations Reviewer may, but is under no obligation to, modify any Test and/or
associated Review Materials described in Exhibit PP if, and only to the extent, the Asset Representations Reviewer determines
pursuant to the Asset Review Standard that it is necessary to modify such Test and/or such associated Review Materials in order
to facilitate its Asset Review in accordance with the Asset Review Standard. Once an Asset Review of a Mortgage Loan is completed,
no further Asset Review shall be required in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage
Loan may continue to be a Delinquent Mortgage Loan or again become a Delinquent Mortgage Loan at a time when a new Asset Review
Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence of such new Asset Review Trigger.


 


(v)       The
Asset Representations Reviewer shall not be required to review any information other than (x) the Review Materials or (y) if applicable,
Unsolicited Information.


 


(vi)       The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)      In
the event that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test and
such missing documentation is not delivered to the Asset Representations Reviewer by the Mortgage Loan Seller, the Master Servicer
(with respect to Non-Specially Serviced Mortgage Loans) or the 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


 






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given to support the Mortgage Loan Seller’s claim
that the representation and warranty has not failed a Test or that any missing documents in the Review Materials are not required
to complete a Test shall be promptly delivered by the Mortgage Loan Seller to the Asset Representations Reviewer. For the avoidance
of doubt, the Asset Representations Reviewer will not be required to prepare a Preliminary Asset Review Report in the event the
Asset Representations Reviewer determines that there is no Test failure with respect to the related Delinquent Mortgage Loan.


 


(viii)     The
Asset Representations Reviewer shall, within the later of (x) sixty (60) days after the date on which access to the Diligence
Files posted to the Secure Data Room is provided to the Asset Representations Reviewer by the Certificate Administrator or (y)
(ten (10) days after the expiration of the Cure/Contest Period, complete an Asset Review with respect to each Delinquent Mortgage
Loan and deliver (i) a report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether
or not it has determined there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset
Representations Reviewer’s findings and conclusions set forth in such report were not influenced by any third party (an
“Asset Review Report”) to each party to this agreement and the Mortgage Loan Seller and (ii) a summary
of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset Review Report
Summary”) to the Trustee and the Certificate Administrator. The period of time by which the Asset Review Report must
be completed and delivered may be extended by up to an additional thirty (30) days, upon written notice to the parties to this
Agreement and the Mortgage Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset Review Standard
that such additional time is required due to the characteristics of the Delinquent Mortgage Loan and/or the Mortgaged Property
or Mortgaged Properties. In no event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material
Defect, or whether the Trust should enforce any rights it may have against the Mortgage Loan Seller, which, in each case, shall
be a responsibility of the Master Servicer or Special Servicer, as applicable, pursuant to Section 2.03 of this Agreement.


 


(ix)       In
addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the Master
Servicer, the 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


 






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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), 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 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.


 






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(e)       The
Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale or transfer
of all or substantially all of its asset representations reviewer portfolio, provided that: (i) the purchaser or transferee
accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer, organized and doing business under
the laws of the United States of America, any state of the United States of America or the District of Columbia, authorized under
such laws to perform the duties of the asset representations reviewer resulting from a merger, consolidation or succession that
is permitted under this Agreement, (B) executes and delivers to the Trustee and the Certificate Administrator an agreement that
contains an assumption by such person of the due and punctual performance and observance of each covenant and condition to be
performed or observed by the Asset Representations Reviewer under this Agreement from and after the date of such agreement and
(C) is not be a prohibited party under this Agreement; (ii) the Asset Representations Reviewer will not be released from its obligations
under this Agreement that arose prior to the effective date of such assignment and delegation; (iii) the rate at which each of
the Asset Representations Reviewer Fee and the Asset Representations Reviewer Asset Review Fee (or any component thereof) is calculated
may not exceed the rate then in effect and (iv) the resigning Asset Representations Reviewer 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 0.00028% per annum (the “Asset
Representations Reviewer Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans
(including any Non-Serviced Mortgage Loan, but not any Companion Loan) and shall be calculated in the same manner as interest
is calculated on such Mortgage Loans.


 


(b)       Upon
the completion of any Asset Review with respect to a Delinquent Mortgage Loan (in such case, a “Subject Loan”)
and within 60 days of receipt by the Mortgage Loan Seller of a written request from the Asset Representations Reviewer, the Asset
Representations Reviewer shall be paid a fee equal to the sum of (i) $15,000 multiplied by the


 






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number of Subject Loans, plus (ii)
$1,500 per Mortgaged Property relating to the Subject Loans in excess of one Mortgaged Property per Subject Loan, plus (iii) $2,000
per Mortgaged Property relating to a Subject Loan subject to a ground lease, plus (iv) $1,000 per Mortgaged Property relating
to a Subject Loan subject to a franchise agreement, hotel management agreement or hotel license agreement, subject, in the case
of each of clauses (i) through (iv), to adjustments on the basis of the year-end “Consumer Price Index for All Urban
Consumers” as published by the U.S. Department of Labor, or other similar index if the Consumer Price Index for All
Urban Consumers is no longer calculated for the year of the Closing Date and for the year of the occurrence of the Asset Review
(the “Asset Representations Reviewer Asset Review Fee”), which shall cover recurring and otherwise reasonably
anticipated expenses of the Asset Representations Reviewer. The Asset Representations Reviewer Asset Review Fee with respect to
each Delinquent Mortgage Loan shall be paid by the Mortgage Loan Seller; provided, however, that if the Mortgage
Loan Seller is insolvent, such fee shall become an expense of the Trust following delivery by the Asset Representations Reviewer
of evidence reasonably satisfactory to the Master Servicer or the 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 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


 






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party
hereto and each Rating Agency in connection with its resignation and the transfer of its duties.


 


Section
12.04     Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any
of its Affiliates shall make any investment in any Class of Certificates; provided, however, that such
prohibition shall not apply to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset
Representations Reviewer or (ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset
Representations Reviewer and such Affiliate maintain policies and procedures that (A) segregate personnel involved in
the activities of the Asset Representations Reviewer under this Agreement from personnel involved in such Affiliate’s
investment activities and (B) prevent such Affiliate and its personnel from gaining access to information regarding the
Trust and the Asset Representations Reviewer and its personnel from gaining access to such Affiliate’s information
regarding its investment activities.


 


Section
12.05     Termination of the Asset Representations Reviewer. (a)  An “Asset Representations
Reviewer Termination Event” means any one of the following events whether it shall be voluntary or involuntary or
be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body:


 


(i)      
 any failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or
agreements or the material breach of its representations or warranties under this Agreement, which failure shall continue
unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer
and the Trustee by the holders of 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;


 






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(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 in accordance with the notice
distribution procedures described in Section 12.01(a), unless the Certificate Administrator has received written notice
that such Asset Representations Reviewer Termination Event has been remedied. If an Asset Representations Reviewer Termination
Event shall occur then, and in each and every such case, so long as such Asset Representations Reviewer Termination Event shall
not have been remedied, either the Trustee (i) may or (ii) upon the written direction of holders of Voting Rights evidencing
not less than 25% of the 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 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


 






    	-430- 



     


    

 


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 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), 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).


 






    	-431- 



     


    

 



Article
XIII



MISCELLANEOUS PROVISIONS


 


Section
13.01 Amendment. (a) This Agreement may be amended from time to time by the parties hereto, without the consent
of any of the Certificateholders or the Companion Holders:


 


(i)          to
correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 


(ii)         to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement
or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any
error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC 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 or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(n) or any other provision hereof restricting transfer of the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder or
any holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of
Counsel, at the expense of the party requesting


 






    	-432- 



     


    

 


such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion
Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(vii)       to
amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25); provided that such amendment or supplement shall not adversely affect in any material respect
the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing Holder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC 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;


 






    	-433- 



     


    

 


(x)         to
modify, eliminate or add to any provisions of this Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


 


(xi)        to
modify, eliminate or add to any provisions of this Agreement (i) to such extent as would be necessary to comply with the requirements
of the Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk Retention Rules or any other
regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the
extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such
repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition may change in
any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk retention agreement
without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of the Mortgage Loan Seller or (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


(b)       This
Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in the 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; 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 without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
such Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller


 






    	-434- 



     


    

 


as a third party beneficiary
hereunder, without the consent of the Mortgage Loan Seller; or


 


(v)         amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25) and, if required under the related Co-Lender Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)       Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the 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 Underwriters and the Rating
Agencies.


 


(e)       It
shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)        The
Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 






    	-435- 



     


    

 


(g)       The
cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or (c) shall be borne by the Person
seeking the related amendment, except that if the Master Servicer, the Certificate Administrator or the Trustee requests any amendment
of this Agreement in furtherance of the rights and interests of Certificateholders, the cost of any Opinion of Counsel required
in connection therewith pursuant to Section 13.01(a) or (c) shall be payable out of the Collection Account.


 


(h)       The
Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to any
class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25).


 


(i)        To
the extent the Operating Advisor, the Trustee, Certificate Administrator, Master Servicer, the 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 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


 






    	-436- 



     


    

 


Depositor (which may not be unreasonably withheld), but only upon direction accompanied
by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.


 


(b)       For
the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this
Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed
original counterpart of this Agreement.


 


(c)       The
Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the
fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


 


Section
13.03 Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to
claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of them.


 


(b)       No
Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by
the parties to this Agreement pursuant to any provision hereof.


 


(c)       No
Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, any Co-Lender Agreement, any Mortgage Loan or with respect
to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such
Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default, and of the continuance
thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf of the Trust and unless
also (except in the case of a default by the Trustee) 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 unless such Holders


 






    	-437- 



     


    

 


have offered to the Trustee indemnity reasonably satisfactory to it
against the costs, expenses and liabilities which may be incurred therein or hereby. It is understood and intended, and expressly
covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this
Agreement or the Certificates, except in the manner herein or therein provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the provisions of this Section 13.03(c), each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section
13.04 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY
OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION
AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO
INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH
OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL
COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR
PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE
AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS
TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE
PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM,
WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
13.05 Notices. (a) Any communications provided for or permitted hereunder shall be in writing and, unless otherwise
expressly provided herein, shall be deemed to have been duly given if personally delivered at or couriered, sent by facsimile
transmission (other than with respect to the Mortgage Loan Seller) or mailed by registered mail, postage


 






    	-438- 



     


    

 


prepaid (except for notices
to the Mortgage Loan Seller, the Master Servicer the Certificate Administrator and the Trustee which shall be deemed to have been
duly given only when received), to:


 


In
the case of the Depositor:



GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison

E-mail: leah.nivison@gs.com


 


with
a copy to:



Joe Osborne

200 West Street

New York, New York 10282

E-mail: joe.osborne@gs.com

 


In
the case of the Master Servicer:



Wells Fargo Bank, National Association 


Commercial
Mortgage Servicing 


Three
Wells Fargo 


401
S. Tryon Street, 8th Floor 


MAC
D1050-084 


Charlotte,
North Carolina 28202 


Attention:
GS 2017-GS7 Asset Manager 


Telecopy
Number: (704) 715-0036 


E-mail:
commercial.servicing@wellsfargo.com


 


with
a copy to:



Wells Fargo Bank, National Association Legal Department 


301
S. College St., TW-30 


Charlotte,
North Carolina 28202 


Attention:
Commercial Mortgage Servicing Legal Support 


Reference:
GS 2017-GS7


 


with
a copy to:


 


K&L
Gates LLP 


Hearst
Tower, 47th Floor 


214
North Tryon Street 


Charlotte,
North Carolina 28202 


Attention:
Stacy G. Ackermann 


Facsimile
Number: (704) 353-3190


 






    	-439- 



     


    

 


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;


 


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 H, 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 H, 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 Trustee:



Wilmington Trust, National Association 


1100
North Market Street 


Wilmington,
Delaware, 19890 


Attention:
CMBS Trustee – GS 2017-GS7


 






    	-440- 



     


    

 


with
a copy to:


 


Facsimile
number: (302) 636-4140 


Email:
cmbstrustee@wilmingtontrust.com,


 


and
with respect to any notice or delivery of information under Article XI of this Agreement, by fax to (302) 636-4140 and by email
to cmbstrustee@wilmingtontrust.com


 


In
the case of the Cayman Agent:




 


Wells
Fargo Bank, National Association 


9062
Old Annapolis Road 


Columbia,
Maryland 21045-1951 


Attention:
Corporate Trust Services (CMBS) 


GS
Mortgage Securities Trust 2017-GS7

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 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-GS7 


Fax
number: (410) 715-2380


 


with
a copy to:


 


E-Mail:
cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com, except as otherwise set forth herein


 


or
in the case of surrender, transfer or exchange to:



Wells Fargo Bank, National Association

Certificate Registrar

600 South 4th Street, 7th Floor, MAC N300-070

Minneapolis, Minnesota 55479

Attn: Certificate Transfers Group – GSMS 2017-GS7


 






    	-441- 



     


    

 


or
in the case of the Custodian, to:


 


Wells
Fargo Bank, National Association

1055 10th Avenue, Southeast 


Minneapolis,
Minnesota 55414

Attention: Document Custody Group – GSMS 2017-GS7


 


In
the case of the Mortgage Loan Seller:



Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

E-mail: leah.nivison@gs.com


 


with
a copy to:



Joe Osborne

200 West Street

New York, New York 10282

E-mail: joe.osborne@gs.com


 


In
the case of the Operating Advisor and the Asset Representations Reviewer:



Park Bridge Lender Services LLC 


600
Third Avenue, 40th Floor 


New
York, New York 10016 


Attention:
GS 2017-GS7-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 


In
the case of any mezzanine lender:



The address set forth in the related Co-Lender Agreement.


 


To
each such Person, such other address as may hereafter be furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class,
postage prepaid, to the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed
in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)         Any
party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address listed
below, promptly following the occurrence thereof. The Master Servicer or the 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


 






    	-442- 



     


    

 


obtain such information without unreasonable effort or expense; provided, however,
that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures set forth in
Section 3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose which Rating Agency
has requested such information. Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute
a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by the Rating Agencies
required hereunder shall be in writing.


 


Any
notices to the Rating Agencies shall be sent to the following addresses:


 


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


 


Kroll
Bond Rating Agency, Inc. 


845
Third Avenue, 4th Floor 


New
York, New York 10022 


Attention:
CMBS Surveillance 


Facsimile
No.: (646) 731-2395


 


Section
13.06 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 


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


 






    	-443- 



     


    

 


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 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. 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


 






    	-444- 



     


    

 


related 17g-5 information provider for any class of Serviced Companion Loan Securities to the extent applicable
to any Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:


 


(i)            any
material change or amendment to this Agreement;


 


(ii)           the
occurrence of a Servicer Termination Event that has not been cured;


 


(iii)          the
resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or 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.


 






    	-445- 



     


    

 


(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 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.


 


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]


 




    	-446- 



     


    

 


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 Nivision
	 	 	Name: Leah Nivision
	 	 	Title: Chief Executive Officer
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

Master Servicer
	 	 	 
	 	By:	/s/ Amanda Perkins
	 	 	Name: Amanda Perkins
	 	 	Title: 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 and Cayman Agent
	 	 	 
	 	By:	/s/ Amber Nelson
	 	 	Name: Amber Nelson
	 	 	Title: Assistant Vice President
	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, 

not in its individual capacity, but solely as Trustee
	 	 	 
	 	By:	/s/ Dorri Costello
	 	 	Name: Dorri Costello
	 	 	Title: Vice President






 






     


     


    

 





	 	PARK BRIDGE LENDER SERVICES LLC,
    

as Operating Advisor
	 	 	 	 	 
	 	By:	Park Bridge Advisors LLC 

Its Sole Member
	 	 	 	 	 
	 	 	By:	Park Bridge Financial LLC 

Its Sole Member
	 	 	 	 	 
	 	 	 	By:	/s/ Robert J. Spinna, Jr. 
	 	 	 	 	Name:
    Robert J. Spinna, Jr.
	 	 	 	 	Title:
    Managing Member



 

	 	PARK BRIDGE LENDER SERVICES LLC,

as
    Asset Representations Reviewer
	 	 	 	 	 
	 	By:	Park Bridge Advisors LLC 

Its Sole Member
	 	 	 	 	 
	 	 	By:	Park Bridge Financial LLC 

Its Sole Member
	 	 	 	 	 
	 	 	 	By:	/s/ Robert J. Spinna, Jr.
	 	 	 	 	Name: Robert J. Spinna, Jr.
	 	 	 	 	Title: Managing Member







 






     


     


    

 





	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 







 


On
the 24th day of August, 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]	Artrisa Y. Williams
	 	Notary Public, State of New York
	My commission expires:	No. 01WI6124033
	5/24/2021	Qualified in New York County
	 	Commision Expires May 24, 2021




 







    	 



     


    

 





	STATE
OF NORTH CAROLINA	)	 
	 	)	ss.:
	COUNTY OF MECKLENBURG	)	 


 


On
the 10th day of August, 2017, personally appeared before me Amanda Perkins, to me known (or proved to me on the basis of
satisfactory evidence) to be a Vice President of Wells Fargo Bank, National Association, a national banking
association, that executed the within and foregoing instrument, and acknowledged that said instrument to be the free and
voluntary act and deed of said entity, for the uses and purposes therein mentioned, and on oath stated that she was
authorized to execute said instrument, and that by her signature on the instrument the entity upon behalf of which she acted,
executed the instrument.





 








	 	/s/ Janet Garner
	 	Notary Public
	 	 
	[SEAL]	Janet Garner
	 	NOTARY PUBLIC
	My commission expires:	Gaston County, NC
	3-27-2020	 


 




    	 



     


    

 





	STATE
OF Florida	)	 
	 	)	ss.:
	COUNTY OF Miami-Dade	)	 


 


On
the 16th day of August, 2017, before me, a notary public in and for said State, personally appeared Cheryl Baizan 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/ Galaxia Marquez
	 	Notary Public
	 	 
	[SEAL]	Galaxia Marquez
	 	MY COMMISSION # FF 161362
	My commission expires:	EXPIRES: September 18, 2018
	9-18-2018	Bonded Thru Notary Public Underwriters


 




    	 



     


    

 





	STATE
OF: Maryland	)	 
	 	)	ss.:
	COUNTY OF: Howard	)	 


 


On
the 9th day of August, 2017, before me, a notary public in and for said State, personally appeared Amber Nelson, known to
me to be a Assistant Vice President of Wells Fargo Bank, N.A., one of the corporations that executed the within instrument,
and also know to me to be the person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/ Amy Martin
	 	Notary Public
	 	 
	[SEAL]	AMY MARTIN
	 	Notary Public - Maryland
	My commission expires:	Anne Arundel County
	2-22-2021	My Commission Expires on
	 	February 22, 2021


 




    	 



     


    

 





	STATE
OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF NEW CASTLE	)	 


 


On
the 9th day of August, 2017, before me, a notary public in and for said State, personally appeared Dorri Costello known to me
to be a Vice President of Wilmington Trust, National Association, that executed the within instrument, and also known to me
to be the person who executed it on behalf of such national banking association, and acknowledged to me that such
national banking association executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/ Christina Bader
	 	Notary Public
	 	 
	[SEAL]	CHRISTINA BADER
	 	NOTARY PUBLIC
	My commission expires:	STATE OF DELAWARE
	3-22-2020	MY COMMISSION EXPIRES
	 	MARCH 22, 2020


 




    	 



     


    




 


	STATE
OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 


 


On
the 15th day of August, 2017, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned
and sworn, personally appeared Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose and acknowledge
before me that he is a Managing Member of Park Bridge Financial LLC, which is the sole member of Park Bridge Advisors LLC,
which in turn is the sole member of Park Bridge Lender Services LLC, the entity described in and that executed the foregoing
instrument; and that he signed his name thereto under authority of said entity and on behalf of such entity.


 


WITNESS my hand and
seal hereto affixed the day and year first above written.


 





	 	/s/ Cathy Pampinella
	 	Notary Public
	 	 
	[SEAL]	CATHY PAMPINELLA
	 	Notary Public, State of New York
	My commission expires:	Registration #01PA6303022
	5-12-2018	Qualified in Suffolk County
	 	Commission Expires May 12, 2018


 






    	 



     


    

 




 





EXHIBIT
A-1


 


FORM
OF CLASS A-1 CERTIFICATE


 


CLASS
A-1


 


GS
MORTGAGE SECURITIES TRUST 2017-GS7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS7, 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: 1.950%

         

        DENOMINATION:
        $[                ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF AUGUST 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: AUGUST 24, 2017

         

        FIRST
DISTRIBUTION DATE: September 12, 2017

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $18,155,000

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 36254C AS9

         

        ISIN
        NO.: US36254CAS98

         

        COMMON
        CODE NO.: 166979323

         

        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 August 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-GS7, Commercial Mortgage Pass-Through
Certificates, Series 2017-GS7 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 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
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
Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC 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
or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 






    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 or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then
current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)         to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such 


 



    A-1-7 


     


    

 


modification, elimination or
addition may change in any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in the 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; 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 without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)         amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer 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


 



    A-1-8 


     


    

 


 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, Class D and Class E
Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero and 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)),
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:   August
                                         24, 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-GS7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS7, 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: 2.945%

         

        DENOMINATION:
        $[             ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF AUGUST 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: AUGUST 24, 2017

         

        FIRST
DISTRIBUTION DATE: September 12, 2017

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-2 CERTIFICATES AS OF THE CLOSING DATE: $56,176,000

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 36254C AT7

         

        ISIN
        NO.: US36254CAT71

         

        COMMON
        CODE NO.: 166979463

         

        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 August 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-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7 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 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
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
Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC 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
or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 






    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 or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then
current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)         to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)          to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party


 



    A-2-7 


     


    

 


Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in the 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; 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 without the consent of the Holder of the Certificate 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 without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)          change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)          amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer 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


 



    A-2-8 


     


    

 


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, Class D and Class E
Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero and 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)),
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:	August
                                         24, 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-GS7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS7, 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: 3.167%

         

        DENOMINATION:
        $[           ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF AUGUST 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: AUGUST 24, 2017

         

        FIRST
DISTRIBUTION DATE:  September 12, 2017

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-3 CERTIFICATES AS OF THE CLOSING DATE: $315,000,000

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 36254C AU4

         

        ISIN
        NO.: US36254CAU45

         

        COMMON
        CODE NO.: 166979480

         

        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 August 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-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7 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 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
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
Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC 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
or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 






    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 or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then
current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party


 



    A-3-7 


     


    

 


Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in the 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; 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 without the consent of the Holder of the Certificate 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 without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer 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


 



    A-3-8 


     


    

 


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, Class D and Class E
Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero and 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)),
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:	August
                                         24, 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-GS7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS7, 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: 3.430%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF AUGUST 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: AUGUST 24, 2017

         

        FIRST DISTRIBUTION DATE: September
        12, 2017

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS A-4 CERTIFICATES AS OF THE CLOSING DATE: $340,612,000

         
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        TRUSTEE: WILMINGTON TRUST,
        NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PARK BRIDGE LENDER SERVICES LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP NO.: 36254C AV2

         

        ISIN NO.: US36254CAV28

         

        COMMON CODE NO.: 166979510

         

        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 August 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-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7 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 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 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 Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC 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 or Companion Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 






    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 or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)        
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating
Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable
rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of
its then current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling
and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


 


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Third Party


 






    A-4-7


     


    

 


Purchaser under this Agreement or the related risk retention
agreement without the consent of the Third Party Purchaser.


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in the 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; 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 without the consent of the Holder of the Certificate 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 without the consent of the Holders of all Certificates of
such Class then outstanding; 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 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


 






    A-4-8


     


    

 


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, Class D and Class E Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero and 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)), 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:	August 24, 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-GS7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS7, 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: 3.203%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF AUGUST 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: AUGUST 24, 2017

         

        FIRST DISTRIBUTION DATE: September
        12, 2017

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS A-AB CERTIFICATES AS OF THE CLOSING DATE: $27,207,000

         
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        TRUSTEE: WILMINGTON TRUST,
        NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PARK BRIDGE LENDER SERVICES LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP NO.: 36254C AW0

         

        ISIN NO.: US36254CAW01

         

        COMMON CODE NO.: 166979587

         

        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 August 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-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7 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 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 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 Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC 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 or Companion Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 






    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 or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)        
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of any Trust REMIC as a REMIC 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 (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Third Party


 






    A-5-7


     


    

 


Purchaser under this Agreement or the related risk retention
agreement without the consent of the Third Party Purchaser.


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in the 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; 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 without the consent of the Holder of the Certificate 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 without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)       
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer 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


 






    A-5-8


     


    

 


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, Class D and Class E Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero and 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)), 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:	August 24, 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-GS7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS7, 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 AUGUST 1, 2017

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: AUGUST 24, 2017

         

        FIRST DISTRIBUTION DATE: September
        12, 2017

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-A CERTIFICATES
        AS OF THE CLOSING DATE: $831,513,000

         
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        TRUSTEE: WILMINGTON TRUST,
        NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PARK BRIDGE LENDER SERVICES LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP NO.: 36254C AX8

         

        ISIN NO.: US36254CAX83

         

        COMMON CODE NO.: 166979846

         

        CERTIFICATE NO.: [X-A-1] [X-A-2]

         



 





 



 


3
The initial approximate Pass-Through Rate as of the Closing Date is 1.29036941%.


 






    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 August 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-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7 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 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 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 Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC 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 or Companion Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 






    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 or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)        
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating
Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable
rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of
its then current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling
and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


 


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Third Party


 






    A-6-7


     


    

 


Purchaser
under this Agreement or the related risk retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in the 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; 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 without the consent of the Holder of the Certificate 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 without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)        change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer 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


 






    A-6-8


     


    

 


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, Class D and Class E Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero and 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)), 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:	August 24, 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-GS7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS7, 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 REDUCTIONS OF THE CERTIFICATE BALANCES OF THE CLASS
B AND CLASS 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-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 AUGUST 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: AUGUST 24, 2017

         

        FIRST
DISTRIBUTION DATE: September 12, 2017

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-B CERTIFICATES AS OF THE CLOSING DATE: $98,700,000

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 36254C AY6

         

        ISIN
        NO.: US36254CAY66

         

        COMMON
        CODE NO.: 166980194

         

        CERTIFICATE
NO.: [X-B-1]



 





 



 


		3	The
initial approximate Pass-Through Rate as of the Closing Date is 0.501835319%.



 






    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 August 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-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7 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 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
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
Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
 that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC 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
or Companion Holder;


 


(v)        to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 






    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 or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)     to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)    to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then
current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party


 






    A-7-7 


     

    

 


Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in the 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; 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 without the consent of the Holder of the Certificate 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 without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)      change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer 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


 






    A-7-8 


     

    

 


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, Class D and Class E
Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero and 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)),
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:	August 24, 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-GS7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS7, 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 REDUCTIONS OF THE CERTIFICATE BALANCES OF THE CLASS
D AND CLASS E CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL
AMOUNT SET FORTH BELOW.


 


THE
NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-D CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT
OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW.]


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 






    A-8-2 


     

    

 


	PASS-THROUGH
                           RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT4

         

        DENOMINATION:
        $[          ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF AUGUST 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: AUGUST 24, 2017

         

        FIRST
DISTRIBUTION DATE: September 12, 2017

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-D CERTIFICATES AS OF THE CLOSING DATE: $37,133,000

         
	 	MASTER
                           SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.:  36254C AC4

                              36254C
        AD2

                              U0401D
        AB9

         

        ISIN
        NO.:  US36254CAC47

                           US36254CAD20

                           USU0401DAB92

         

        COMMON
        CODE NO.: 166979161

         

        CERTIFICATE
        NO.: [X-D-1][X-D-S-1]



 





 



 


		4	The
initial approximate Pass-Through Rate as of the Closing Date is 1.569067903%.



 






    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 August 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-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7 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 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
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
Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
 that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC 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
or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 






    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 or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)     to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)    to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then
current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party


 






    A-8-7 


     

    

 


Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in the 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; 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 without the consent of the Holder of the Certificate 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 without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer 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


 






    A-8-8 


     

    

 


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, Class D and Class E
Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero and 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)),
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:	August 24, 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-GS7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS7, 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: 3.663%

         

        DENOMINATION:
        $[          ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF AUGUST 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: AUGUST 24, 2017

         

        FIRST
DISTRIBUTION DATE: September 12, 2017

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-S CERTIFICATES AS OF THE CLOSING DATE: $74,363,000

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 36254C AZ3

         

        ISIN
        NO.: US36254CAZ32

         

        COMMON
        CODE NO.: 166980674

         

        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 August 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-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7 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 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
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
Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
 that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)      to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC 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
or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 






    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 or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)     to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)    to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then
current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party


 






    A-9-7 


     

    

 


Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in the 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; 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 without the consent of the Holder of the Certificate 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 without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)      change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer 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


 






    A-9-8 


     

    

 


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, Class D and Class E
Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero and 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)),
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:	August 24, 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-GS7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS7, 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 3.884% AND THE WEIGHTED AVERAGE NET MORTGAGE RATE

         

        DENOMINATION:
        $[          ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF AUGUST 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: AUGUST 24, 2017

         

        FIRST
DISTRIBUTION DATE: September 12, 2017

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS B CERTIFICATES AS OF THE CLOSING DATE: $47,322,000

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 36254C BA7

         

        ISIN
        NO.: US36254CBA71

         

        COMMON
        CODE NO.: 166981573

         

        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 August 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-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7 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 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
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
Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided  that
(a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as
evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a
Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC 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
or Companion Holder;


 


(v)        to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 






    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 or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then
current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided  that
such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of
any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant
to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the
Certificate Administrator’s Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party


 






    A-10-7


     


    

 


Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in the 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; 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 without the consent of the Holder of the Certificate 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 without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer 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


 






    A-10-8


     


    

 


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, Class D and Class E
Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero and 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)),
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:	August 24, 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-GS7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS7, 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 and Class B 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 4.236% AND THE WEIGHTED AVERAGE NET MORTGAGE RATE

         

        DENOMINATION:
        $[           ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF AUGUST 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: AUGUST 24, 2017

         

        FIRST
DISTRIBUTION DATE: September 12, 2017

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS C CERTIFICATES AS OF THE CLOSING DATE: $51,378,000

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 36254C BB5

         

        ISIN
        NO.: US36254CBB54

         

        COMMON
        CODE NO.: 166981883

         

        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 August 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-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7 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 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
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
Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
 that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC 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
or Companion Holder;


 


(v)        to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 



     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 or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then
current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
 that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party


 






     A-11-7


     


    

 


Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in the 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; 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 without the consent of the Holder of the Certificate 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 without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer 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


 






     A-11-8


     


    

 


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, Class D and Class E
Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero and 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)),
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:	August 24, 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 D CERTIFICATE


 


CLASS
D


 


GS
MORTGAGE SECURITIES TRUST 2017-GS7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS7, 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-12-1


     

    

 


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 AND CLASS C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






    A-12-2


     

    

 


	PASS-THROUGH
                                         RATE: 3.000%

         

        DENOMINATION:
        $[           ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF AUGUST 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: AUGUST 24, 2017

         

        FIRST
DISTRIBUTION DATE: September 12, 2017

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES AS OF THE CLOSING DATE: $20,281,000

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 36254C AA8

                              36254C
AB6

                              U0401D
AA1

         

        ISIN
        NO.: US36254CAA80

                          US36254CAB63

                          USU0401DAA10

         

        COMMON
        CODE NO.: 166979099

         

        CERTIFICATE
        NO.: [D-1] [D-S-1]

        



 






    A-12-3


     

    

 


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 August 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-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7 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-12-4


     

    

 


Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and
interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro
rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a
final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans 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-12-5


     

    

 


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
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
Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
 that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC 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
or Companion Holder;


 


(v)        to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the


 






    A-12-6


     

    

 


Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S.
Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then
current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
 that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations


 






    A-12-7


     

    

 


applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by
an opinion of counsel; provided that no such modification, elimination or addition may change in any manner the rights
or obligations of the Third Party Purchaser under this Agreement or the related risk retention agreement without the consent of
the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in the 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; 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 without the consent of the Holder of the Certificate 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 without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer 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-12-8


     

    

 


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, Class D and Class E
Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero and 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)),
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:	August 24, 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-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 E CERTIFICATE


 


CLASS
E


 


GS
MORTGAGE SECURITIES TRUST 2017-GS7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS7, CLASS E


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE 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 X-D, CLASS
A-S, CLASS B, CLASS C AND CLASS D CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.


 






    A-13-2


     

    

 


	PASS-THROUGH
                                         RATE: 3.000%

         

        DENOMINATION:
        $[           ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF AUGUST 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: AUGUST 24, 2017

         

        FIRST
        DISTRIBUTION DATE:

        September 12, 2017

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS E CERTIFICATES AS OF THE CLOSING DATE: $16,852,000

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 36254C AE0

                              36254C
AF7

                              U0401D
AC7

         

        ISIN
        NO.: US36254CAE03

                          US36254CAF77

                          USU0401DAC75

         

        COMMON
        CODE NO.: 167178197

         

        CERTIFICATE
        NO.: [E-1] [E-S-1]

        



 






    A-13-3


     

    

 


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 CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class E Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of August 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-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7 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-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 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-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 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
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
Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
 that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC 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
or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the


 






    A-13-6


     

    

 


Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S.
Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then
current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
 that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations


 






    A-13-7


     

    

 


applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by
an opinion of counsel; provided that no such modification, elimination or addition may change in any manner the rights
or obligations of the Third Party Purchaser under this Agreement or the related risk retention agreement without the consent of
the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in the 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; 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 without the consent of the Holder of the Certificate 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 without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer 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, Class D and Class E
Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero and 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)),
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:	August 24, 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-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 F-RR CERTIFICATE


 


CLASS
F-RR


 


GS
MORTGAGE SECURITIES TRUST 2017-GS7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS7, CLASS F-RR


 


THIS
CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO THE RISK RETENTION RULE. THE INITIAL
INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST
HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH THE TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. THE
CERTIFICATE REGISTRAR SHALL REFUSE TO REGISTER THE TRANSFER OF THIS CERTIFICATE UNLESS SUCH TRANSFER IS IN ACCORDANCE WITH SECTION
5.03(I) OF THE POOLING AND SERVICING AGREEMENT.


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 





 



 


		1	Temporary Regulation S Book-Entry Certificate legend.




 


		

                                                                        2
	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Book-Entry
Certificate legend.










 






    A-14-1


     


    

  


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 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 D AND CLASS E 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 RATE4

         

        DENOMINATION:
        $[           ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF AUGUST 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: AUGUST 24, 2017

         

        FIRST
DISTRIBUTION DATE: September 12, 2017

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS F-RR CERTIFICATES AS OF THE CLOSING DATE: $21,005,000

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 36254C AG5

        

        36254C
AH3 

        U0401D
        AD5

         

        ISIN
        NO.: US36254CAG50

        

           US36254CAH34 

           USU0401DAD58

         

        COMMON
        CODE NO.: 167178227

         

        CERTIFICATE
        NO.: [F-RR-1] [F-RR-S-1]

         



 





 



 

4
The initial approximate Pass-Through Rate as of the Closing Date is 4.569067903%.


 





    A-14-3


     


    

   





CLASS
F-RR 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 [FOR BOOK ENTRY CERTIFICATES AND SOLELY FOLLLOWING THE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE
CERTIFICATES: RREF III-D AIV RR H, LLC] is the registered owner of the interest evidenced by this Certificate in the Class F-RR
Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of August 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-RR Certificates. The Certificates are designated
as the GS MORTGAGE SECURITIES TRUST 2017-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7 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-RR


 



    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 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-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 F-RR Certificates will be issued in fully registered, certificated
form in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the 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
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
Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC 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
or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the


  






    A-14-6


     


    

 


Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S.
Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then
current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)         to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as
evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such
notice to the Certificate Administrator’s Website;


 


(x)          to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to


 






    A-14-7


     


    

 


the
extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such
repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition may change in
any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk retention agreement
without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in the 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; 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 without the consent of the Holder of the Certificate 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 without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)         amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer 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, Class D and Class E
Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero and 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)),
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:	August
                                         24, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS F-RR 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 G-RR CERTIFICATE


 


CLASS
G-RR


 


GS
MORTGAGE SECURITIES TRUST 2017-GS7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS7, CLASS G-RR


 


THIS
CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO THE RISK RETENTION RULE. THE INITIAL
INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST
HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH THE TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. THE
CERTIFICATE REGISTRAR SHALL REFUSE TO REGISTER THE TRANSFER OF THIS CERTIFICATE UNLESS SUCH TRANSFER IS IN ACCORDANCE WITH SECTION
5.03(I) OF THE POOLING AND SERVICING AGREEMENT.


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


















 




 





	1	Temporary Regulation S Book-Entry Certificate legend.




 


		

                                                                        2
	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Book-Entry
Certificate legend.










 






    A-15-1 


     


    




 



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 MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF
SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL
ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION
OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE
OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 






    A-15-2 


     


    

 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS
A-S, CLASS B, CLASS C, CLASS D, CLASS E AND CLASS F-RR CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 






    A-15-3 


     


    

 


	PASS-THROUGH
                                         RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE4

         

        DENOMINATION:
        $[           ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF AUGUST 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: AUGUST 24, 2017

         

        FIRST
DISTRIBUTION DATE: September 12, 2017

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS G-RR CERTIFICATES AS OF THE CLOSING DATE: $27,042,000

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.:  36254C AJ9

        

       36254C
AK6

        

       U0401D
AE3

         

        ISIN
        NO.:  US36254CAJ99

        

           US36254CAK62

        

           USU0401DAE32

         

        COMMON
        CODE NO.: 167178243

         

        CERTIFICATE
NO.: [G-RR-1] [G-RR-S-1]



 





 



 

4 The
initial approximate Pass-Through Rate as of the Closing Date is 4.569067903%.

 






    A-15-4 


     


    

 


CLASS
G-RR CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), 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 [FOR BOOK ENTRY CERTIFICATES AND SOLELY FOLLLOWING THE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE
CERTIFICATES: RREF III-D AIV RR H, LLC] is the registered owner of the interest evidenced by this Certificate in the Class G-RR
Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of August 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-RR Certificates. The Certificates are designated
as the GS MORTGAGE SECURITIES TRUST 2017-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7 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-RR


 






    A-15-5 


     


    

 


Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and
interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro
rata share of the 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-15-6 


     


    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class G-RR Certificates will be issued in fully registered, certificated
form in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the 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
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
Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC 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
or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the


 






    A-15-7 


     


    

 


Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then
current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)         to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as
evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such
notice to the Certificate Administrator’s Website;


 


(x)          to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to


 






    A-15-8 


     


    

 


the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in the 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; 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 without the consent of the Holder of the Certificate 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 without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)         amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer 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-15-9 


     


    

 


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, Class D and Class E
Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero and 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)),
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-15-10 


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.








	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
                    not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement




	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





 





		Dated:	August
                                         24, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS G-RR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.








	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





 



    A-15-11 


     


    




 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations: 





	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)


 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 



The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.


 






    A-15-12 


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-15-13 


     


    


 


EXHIBIT
A-16


 


FORM
OF CLASS H-RR CERTIFICATE


 


CLASS
H-RR


 


GS
MORTGAGE SECURITIES TRUST 2017-GS7 

 

COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES 

 

SERIES
2017-GS7, CLASS H-RR


 


THIS
CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO THE RISK RETENTION RULE. THE INITIAL
INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST
HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH THE TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. THE
CERTIFICATE REGISTRAR SHALL REFUSE TO REGISTER THE TRANSFER OF THIS CERTIFICATE UNLESS SUCH TRANSFER IS IN ACCORDANCE WITH SECTION
5.03(I) OF THE POOLING AND SERVICING AGREEMENT.


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 





 



 

		1	Temporary
Regulation S Book-Entry Certificate legend.



 


		2	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Book-Entry
Certificate legend.





 
















    A-16-1 


     

    

 





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 MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF
SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL
ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION
OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE
OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 



    A-16-2 


     

    




 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS
A-S, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F-RR AND CLASS G-RR CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.


 



    A-16-3 


     

    




  








	PASS-THROUGH RATE: THE WEIGHTED
    AVERAGE NET MORTGAGE RATE4	 	MASTER SERVICER: WELLS FARGO
    BANK, NATIONAL ASSOCIATION
	 	 	 
	DENOMINATION: $[          
    ]	 	SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC
	 	 	 
	DATE OF POOLING AND SERVICING AGREEMENT: AS
    OF AUGUST 1, 2017	 	TRUSTEE:
    WILMINGTON TRUST, NATIONAL ASSOCIATION
		 	 
	CUT-OFF DATE: AS SET FORTH IN THE POOLING AND
    SERVICING AGREEMENT (AS DEFINED HEREIN)	 	CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION
		 	 
	CLOSING DATE: AUGUST 24, 2017	 	OPERATING ADVISOR: PARK BRIDGE
    LENDER SERVICES LLC
		 	
	FIRST DISTRIBUTION DATE: September
    12, 2017	 	ASSET REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC
		 	
	APPROXIMATE AGGREGATECERTIFICATE BALANCEOF THE CLASS H-RR CERTIFICATESAS
    OF THE CLOSING DATE: $12,168,000	 	CUSIP NO.:  36254C
        AL4

                              36254C
        AM2

                              U0401D
        AF0

	 	 	
	 	 	ISIN NO.:  US36254CAL46
	 	 	                   US36254CAM29
	 	 	                   USU0401DAF07
	 	 	
	 	 	COMMON CODE NO.: 167178251
	 	 	
	 	 	CERTIFICATE NO.: [H-RR-1] [H-RR-S-1]



 





 






 


4
The initial approximate Pass-Through Rate as of the Closing Date is 4.569067903%.


 






    A-16-4 


     

    

 


CLASS
H-RR CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), 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 [FOR BOOK ENTRY CERTIFICATES AND SOLELY FOLLLOWING THE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE
CERTIFICATES: RREF III-D AIV RR H, LLC] is the registered owner of the interest evidenced by this Certificate in the Class H-RR
Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of August 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 H-RR Certificates. The Certificates are designated
as the GS MORTGAGE SECURITIES TRUST 2017-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7 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 H-RR


 






    A-16-5 


     

    

 


Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the 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-16-6 


     

    




 


writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class H-RR Certificates will be issued in fully registered, certificate
form in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the 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
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
Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
 that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC 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
or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the


 



    A-16-7 


     

    




 


Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then
current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to


 



    A-16-8 


     

    




 


the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in the 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; 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 without the consent of the Holder of the Certificate 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 without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer 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-16-9 


     

    




 


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, Class D and Class E
Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero and 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)),
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-16-10 


     

    




 












IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
                    not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement




	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	August 24, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS H-RR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-16-11 


     

    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-16-12 


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-16-13 


     

    

 


EXHIBIT
A-17


 


FORM
OF CLASS J-RR CERTIFICATE


 


CLASS
J-RR


 


GS
MORTGAGE SECURITIES TRUST 2017-GS7 

 

COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES 

 

SERIES
2017-GS7, CLASS J-RR


 


THIS
CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO THE RISK RETENTION RULE. THE INITIAL
INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST
HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH THE TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. THE
CERTIFICATE REGISTRAR SHALL REFUSE TO REGISTER THE TRANSFER OF THIS CERTIFICATE UNLESS SUCH TRANSFER IS IN ACCORDANCE WITH SECTION
5.03(I) OF THE POOLING AND SERVICING AGREEMENT.


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 





 





 

		1	Temporary
Regulation S Book-Entry Certificate legend.



 


		2	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
Certificate legend.






 



    A-17-1 


     

    




 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER,
THE 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 MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF
SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL
ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION
OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE
OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 



    A-17-2 


     

    




 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS
A-S, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F-RR, CLASS G-RR AND CLASS H-RR CERTIFICATES AS AND TO THE EXTENT SET FORTH IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 



    A-17-3 


     

    




 


	PASS-THROUGH
                                         RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE4

         

        DENOMINATION:
        $[           ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF AUGUST 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: AUGUST 24, 2017

         

        FIRST
DISTRIBUTION DATE: September 12, 2017

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS J-RR CERTIFICATES AS OF THE CLOSING DATE: $54,082,734

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
NO.: 36254C AN0 

                              36254C
AP5 

                              U0401D
        AG8

         

        ISIN
NO.: US36254CAN02 

                          US36254CAP59 

                          USU0401DAG89

         

        COMMON
        CODE NO.: 167178286

         

        CERTIFICATE
        NO.: [J-RR-1] [J-RR-S-1]

        



 





 



 




4
The initial approximate Pass-Through Rate as of the Closing Date is 4.569067903%.

 






    A-17-4 


     

    

 


CLASS
J-RR 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 [FOR BOOK ENTRY CERTIFICATES AND SOLELY FOLLLOWING THE TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE
CERTIFICATES: RREF III-D AIV RR H, LLC] is the registered owner of the interest evidenced by this Certificate in the Class J-RR
Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of August 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 J-RR Certificates. The Certificates are designated
as the GS MORTGAGE SECURITIES TRUST 2017-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7 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 J-RR


 






    A-17-5 


     

    

 


Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the 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-17-6 


     

    




 


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 J-RR Certificates will be issued in fully registered, certificate
form in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the 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
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
Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
 that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC 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
or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the


 



    A-17-7 


     

    




 


Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then
current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to


 



    A-17-8 


     

    




 


the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in the 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; 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 without the consent of the Holder of the Certificate 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 without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)         amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer 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-17-9 


     

    




 


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, Class D and Class E
Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero and 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)),
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-17-10 


     

    




 










IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.  

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
                    not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement




	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	August 24, 2017



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS J-RR  CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-17-11 


     

    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-17-12 


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 



    A-17-13 


     

    

 


EXHIBIT
A-18


 


FORM
OF CLASS R CERTIFICATE


 


CLASS
R


 


GS
MORTGAGE SECURITIES TRUST 2017-GS7


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2017-GS7, 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-18-1


     


    

 


 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-18-2


     


    

 


	PERCENTAGE
                                         INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF AUGUST 1, 2017

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: AUGUST 24, 2017

         

        FIRST
        DISTRIBUTION DATE:

        September 12, 2017

         

        CLASS
        R PERCENTAGE INTEREST: [100%]

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
NO.:   36254C AQ3

                                36254C
AR1

                                U0401D
        AH6

         

        ISIN
NO.:       US36254CAQ33

                                US36254CAR16

                                USU0401DAH62

         

        CERTIFICATE
NO.: R-1

	 	 	 	 	 








    A-18-3


     


    

 


 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 August 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-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7 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-18-4


     


    

 


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-18-5


     


    

 


 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
or the Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC under the


 



    A-18-6


     


    

 


 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
or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC 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


 



    A-18-7


     


    

 


pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk
retention agreement without the consent of the Third Party Purchaser.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or
the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in the 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; 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 without the consent of the Holder of the Certificate 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 without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)         amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 






    A-18-8


     


    

 


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 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, Class D and Class E
Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero and 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)),
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-18-9


     


    

 









IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
                    not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement




	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	August 24, 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-18-10


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-18-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 



    A-18-12


     


    



 


EXHIBIT B


 


MORTGAGE LOAN SCHEDULE


 




    B-1


     


    

 




 





GS7


 


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 (%)
	1	3,
    4	ABOOYZ	1999
    Avenue of the Stars	1999
    Stars, LLC	1999
    Avenue of the Stars	Los
    Angeles	California	Los
    Angeles	90067	4.13651263103626%	4.12224263103626%
	2	5,
    6, 7, 8, 9	148123	Long
    Island Prime Portfolio - Uniondale	333
    Earle Ovington Boulevard SPE LLC and Rexcorp Plaza SPE LLC	 	 	 	 	 	4.4500%	4.4307%
	2.01	 	148123	RXR
    Plaza	 	625
    RXR Plaza	Uniondale	New
    York	Nassau	11553	 	 
	2.02	 	148123	Omni	 	333
    Earle Ovington Boulevard	Uniondale	New
    York	Nassau	11553	 	 
	3	10	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%	4.2317%
	4	11,
    12	177043	Loma
    Linda	WI
    Loma Linda, LLC	26001
    Redlands Boulevard	Loma
    Linda	California	San
    Bernardino	92373	3.5900%	3.5757%
	5	13	147425	Long
    Island Prime Portfolio - Melville	48
    S. Service Road SPE LLC and 58/68 S. Service Road SPE LLC	 	 	 	 	 	4.4000%	4.3807%
	5.01	 	147425	68
    South Service Road	 	68
    South Service Road	Melville	New
    York	Suffolk	11747	 	 
	5.02	 	147425	58
    South Service Road	 	58
    South Service Road	Melville	New
    York	Suffolk	11747	 	 
	5.03	 	147425	48
    South Service Road	 	48
    South Service Road	Melville	New
    York	Suffolk	11747	 	 
	6	14	19346052	Marriott
    Quorum	Quorum
    Hospitality, LLC	14901
    Dallas Parkway	Dallas	Texas	Dallas	75254	5.4000%	5.3857%
	7	15	165243	5-15
    West 125th Street	CA
    5-15 West 125th LLC	5
    West 125th Street	New
    York	New
    York	New
    York	10027	4.5000%	4.4857%
	8	16	19540745	Petco
    Corporate Headquarters	FidoCo
    Property LLC	10850
    Via Fontera	San
    Diego	California	San
    Diego	92127	4.1685%	4.1542%
	9	17	157723	Olympic
    Tower	OT
    Real Estate Owner LLC	645,
    647 & 651 Fifth Avenue and 10 East 52nd Street	New
    York	New
    York	New
    York	10022	3.95394737%	3.94092737%
	10	 	19550775	Pi’ilani
    Village	KP
    Hawaii I, LLC	225
    Piikea Avenue	Kihei	Hawaii	Maui	96753	4.3000%	4.2682%
	11	11,
    18	19511323	90
    Fifth Avenue	90
    Fifth Owner, LLC	90
    Fifth Avenue	New
    York	New
    York	New
    York	10011	4.3070%	4.2927%
	12	11,
    19, 20	19742496	Marriott
    Grand Cayman	LR
    (Cayman Hotel) Limited	389
    West Bay Road	Grand
    Cayman	Cayman
    Islands	NAV	NAV	5.4485%	5.4342%
	13	 	169345	Fountain
    Lake	Fountain
    Lake Apartments LLC	5620
    Fountain Lake Circle	Bradenton	Florida	Manatee	34207	4.4000%	4.3657%
	14	21	19365863	Margaritaville
    Lake of the Ozarks	Tan
    Tar A State Road, LLC	494
    Tan Tar A Drive	Osage
    Beach	Missouri	Camden	65065	5.5370%	5.5027%
	15	 	169344	Sienna
    Bay	BW
    Sienna Bay LLC	10501
    3rd Street North	St.
    Petersburg	Florida	Pinellas	33716	4.4000%	4.3557%
	16	 	19511324	Heritage
    Square	Heritage
    Square Ventures, LLC	7115,
    7130, 7135, 7220, 7225, 7321 and 7355 Heritage Square Drive    	Granger	Indiana	St.
    Joseph	46530	4.7110%	4.6667%
	17	9,
    22	AB01AK	Shops
    at Boardman	WAOP
    Properties, LLC and The Shops at Boardman Park Properties, LLC	377-381,
    385-413, 427-445, 453, 457, 463, 521-561 and 717 Boardman Poland Road	Boardman	Ohio	Mahoning	44512	4.6805%	4.6262%
	18	23	3CIEO5	One
    West 34th Street	Jacob’s
    First, LLC	1
    West 34th Street	New
    York	New
    York	New
    York	10001	4.3100%	4.2957%
	19	24	AB0092	CH2M
    Global Headquarters	AGNL
    Engineering, L.L.C.	9189,
    9191 and 9193 South Jamaica Street	Englewood	Colorado	Douglas	80112	4.8460%	4.8217%
	20	25	19291179	Balcones
    Woods Shopping Center	Balcones-Wilshire
    LLC	11150
    Research Boulevard and 5105 and 5124 Balcones Woods Drive	Austin	Texas	Travis	78759	4.7000%	4.6857%
	21	 	19440748	Guernsey
    Crossing	Guernsey
    Crossing LLC	1251
    North Bridge Street	Chillicothe	Ohio	Ross	45601	4.8285%	4.8142%
	22	 	19742495	Spring
    Prairie	TKG
    Spring Prairie Development Three, L.L.C.	25-175
    Treeline Road	Kalispell	Montana	Flathead	59901	4.8005%	4.7862%
	23	 	19511322	Willow
    Bend Apartments	W.B.
    Apartments Limited Partners LLC	13949
    Bammel North Houston Road	Houston	Texas	Harris	77066	4.5145%	4.4527%
	24	26	167868	Greenville
    Avenue	7515
    Greenville Properties, Ltd.	7515
    Greenville Avenue	Dallas	Texas	Dallas	75231	5.1000%	5.0457%
	25	 	172843	Adelanto
    Market Plaza	Adelanto
    Market Plaza II, LLC	14196
    Highway 395	Adelanto	California	San
    Bernardino	92301	4.6500%	4.5957%
	26	27,
    28	AB01GR	Raymond
    James Financial Center	Auburn
    Newco, LLC	691
    North Squirrel Road	Auburn
    Hills	Michigan	Oakland	48326	4.6100%	4.5482%
	27	 	AB00R1	Laguna
    Seca	FS
    Laguna Seca I LLC	3020-3060
    East Lohman Avenue	Las
    Cruces	New
    Mexico	Doña
    Ana	88011	4.0150%	3.9532%
	28	29,
    30	19558810	Discovery
    Plaza	Discovery
    Plaza Retail Partners, LLC	1500
    West El Camino Avenue	Sacramento	California	Sacramento	95833	4.5310%	4.4767%
	29	 	170664	Quail
    Plaza	Quail
    Plaza Partners, LLC	2611,
    2621 & 2641 Coors Boulevard Northwest	Albuquerque	New
    Mexico	Bernalillo	87120	4.2500%	4.1957%
	30	 	19346051	Erindale
    Square	Erindale
    Square Properties, Ltd.	5881,
    5883, 5917, 5923, 5925, 5927, 5945, 5951, 5959, 5965, 5969 and 5975 North Academy Boulevard	Colorado
    Springs	Colorado	El
    Paso	80918	4.8000%	4.7457%
	31	 	168825	Echelon	CPF
    Senior Living - Echelon, LLC	4330
    South Eastern Avenue	Las
    Vegas	Nevada	Clark	89119	4.2300%	4.1757%
	32	 	175183	Towne
    Centre Offices	Towne
    Centre Offices, LP	1789
    South Braddock Avenue	Pittsburgh	Pennsylvania	Allegheny	15218	4.6660%	4.6117%



 


     


     

    
 


	Control
    Number	Footnotes	Loan
    Number	Property
    Name	Original
    Balance ($)	Cut-Off
    Date Balance ($)	Original
    Term To Maturity (Mos.)	Remaining
    Term To Maturity (Mos.)	Maturity
    Date	Original
    Amortization Term (Mos.)	Remaining
    Amortization Term (Mos.)	Monthly
    Debt Service ($) (1)
	1	3,
    4	ABOOYZ	1999
    Avenue of the Stars	$137,260,000	137,260,000	120	117	5/6/2027	0	0	$479,720
    
	2	5,
    6, 7, 8, 9	148123	Long
    Island Prime Portfolio - Uniondale	$85,000,000	85,000,000	120	118	6/6/2027	0	0	$319,586
    
	2.01	 	148123	RXR
    Plaza	 	 	 	 	 	 	 	 
	2.02	 	148123	Omni	 	 	 	 	 	 	 	 
	3	10	7X0PB8	Lafayette
    Centre	$80,250,000	80,250,000	121	115	3/6/2027	0	0	$287,895
    
	4	11,
    12	177043	Loma
    Linda	$80,000,000	80,000,000	120	119	7/6/2027	0	0	$242,657
    
	5	13	147425	Long
    Island Prime Portfolio - Melville	$72,300,000	72,300,000	120	118	6/6/2027	0	0	$268,782
    
	5.01	 	147425	68
    South Service Road	 	 	 	 	 	 	 	 
	5.02	 	147425	58
    South Service Road	 	 	 	 	 	 	 	 
	5.03	 	147425	48
    South Service Road	 	 	 	 	 	 	 	 
	6	14	19346052	Marriott
    Quorum	$62,999,000	62,938,187	120	119	7/6/2027	360	359	$353,759
    
	7	15	165243	5-15
    West 125th Street	$59,000,000	59,000,000	120	118	6/6/2027	0	0	$224,323
    
	8	16	19540745	Petco
    Corporate Headquarters	$41,000,000	41,000,000	120	120	8/6/2027	0	0	$144,402
    
	9	17	157723	Olympic
    Tower	$40,000,000	40,000,000	120	117	5/6/2027	0	0	$133,629
    
	10	 	19550775	Pi’ilani
    Village	$37,500,000	37,500,000	120	120	8/6/2027	0	0	$136,241
    
	11	11,
    18	19511323	90
    Fifth Avenue	$37,000,000	37,000,000	120	119	7/6/2027	0	0	$134,644
    
	12	11,
    19, 20	19742496	Marriott
    Grand Cayman	$35,000,000	34,966,615	60	59	7/6/2022	360	359	$197,597
    
	13	 	169345	Fountain
    Lake	$30,000,000	30,000,000	120	117	5/6/2027	360	360	$150,228
    
	14	21	19365863	Margaritaville
    Lake of the Ozarks	$26,250,000	26,225,505	120	119	7/6/2027	360	359	$149,655
    
	15	 	169344	Sienna
    Bay	$24,250,000	24,250,000	120	117	5/6/2027	360	360	$121,435
    
	16	 	19511324	Heritage
    Square	$24,000,000	24,000,000	120	119	7/6/2027	360	360	$124,632
    
	17	9,
    22	AB01AK	Shops
    at Boardman	$23,000,000	23,000,000	120	118	6/6/2027	360	360	$119,017
    
	18	23	3CIEO5	One
    West 34th Street	$20,000,000	20,000,000	120	116	4/6/2027	0	0	$72,831
    
	19	24	AB0092	CH2M
    Global Headquarters	$20,000,000	20,000,000	120	116	4/6/2027	360	360	$105,490
    
	20	25	19291179	Balcones
    Woods Shopping Center	$19,800,000	19,752,203	120	118	6/6/2027	360	358	$102,690
    
	21	 	19440748	Guernsey
    Crossing	$17,500,000	17,500,000	120	120	8/6/2027	360	360	$92,118
    
	22	 	19742495	Spring
    Prairie	$15,300,000	15,300,000	120	120	8/6/2027	360	360	$80,278
    
	23	 	19511322	Willow
    Bend Apartments	$14,800,000	14,800,000	120	119	7/6/2027	360	360	$75,117
    
	24	26	167868	Greenville
    Avenue	$14,000,000	13,968,885	60	58	6/6/2022	360	358	$76,013
    
	25	 	172843	Adelanto
    Market Plaza	$12,000,000	12,000,000	120	118	6/6/2027	360	360	$61,876
    
	26	27,
    28	AB01GR	Raymond
    James Financial Center	$11,250,000	11,222,341	120	118	6/6/2027	360	358	$57,740
    
	27	 	AB00R1	Laguna
    Seca	$11,000,000	11,000,000	120	118	6/6/2027	0	0	$37,315
    
	28	29,
    30	19558810	Discovery
    Plaza	$11,000,000	11,000,000	120	120	8/6/2027	360	360	$55,938
    
	29	 	170664	Quail
    Plaza	$5,500,000	5,500,000	120	118	6/6/2027	360	360	$27,057
    
	30	 	19346051	Erindale
    Square	$5,360,000	5,360,000	60	59	7/6/2022	360	360	$28,122
    
	31	 	168825	Echelon	$5,000,000	5,000,000	60	59	7/6/2022	360	360	$24,538
    
	32	 	175183	Towne
    Centre Offices	$4,550,000	4,550,000	120	120	8/6/2027	360	360	$23,505
    



 


     


     

    
 



	Control
    Number	Footnotes	Loan
    Number	Property
    Name	Servicing
    Fee Rate (%)	Subservicing
    Fee Rate (%)	Interest
    Accrual Method	Ownership
    Interest	Crossed
    Group	Originator	Mortgage
    Loan Seller	Carve-out
    Guarantor
	1	3,
    4	ABOOYZ	1999
    Avenue of the Stars	0.0025%	0.002500%	Actual/360	Fee
    Simple	NAP	GSMC	GSMC	JMB
    Realty Corporation
	2	5,
    6, 7, 8, 9	148123	Long
    Island Prime Portfolio - Uniondale	0.0050%	0.005000%	Actual/360	 	NAP	GSMC,
    Barclays	GSMC	RXR
    Properties Holdings LLC
	2.01	 	148123	RXR
    Plaza	 	 	 	Leasehold	 	 	 	 
	2.02	 	148123	Omni	 	 	 	Leasehold	 	 	 	 
	3	10	7X0PB8	Lafayette
    Centre	0.0025%	0.002500%	Actual/360	Fee
    Simple	NAP	GSMC	GSMC	None
	4	11,
    12	177043	Loma
    Linda	0.0050%	0.000000%	Actual/360	Fee
    Simple	NAP	GSMC	GSMC	Easterly
    Government Properties LP
	5	13	147425	Long
    Island Prime Portfolio - Melville	0.0050%	0.005000%	Actual/360	 	NAP	GSMC,
    Barclays	GSMC	RXR
    Properties Holdings LLC
	5.01	 	147425	68
    South Service Road	 	 	 	Fee
    Simple	 	 	 	 
	5.02	 	147425	58
    South Service Road	 	 	 	Fee
    Simple	 	 	 	 
	5.03	 	147425	48
    South Service Road	 	 	 	Fee
    Simple	 	 	 	 
	6	14	19346052	Marriott
    Quorum	0.0050%	0.000000%	Actual/360	Fee
    Simple	NAP	GSMC	GSMC	Deason
    Capital Services, LLC
	7	15	165243	5-15
    West 125th Street	0.0050%	0.000000%	Actual/360	Fee
    Simple	NAP	GSMC	GSMC	Harry
    Adjmi and Robert Cayre
	8	16	19540745	Petco
    Corporate Headquarters	0.0050%	0.000000%	Actual/360	Fee
    Simple	NAP	GSMC	GSMC	USRA
    Net Lease II Capital Corp.
	9	17	157723	Olympic
    Tower	0.0025%	0.001250%	Actual/360	Leasehold	NAP	GSMC,
    DBNY, MSBNA	GSMC	OPG
    Investment Holdings (US), LLC, Crown Retail Services LLC, Centurian Management Corporation and Crown 600 Broadway LLC
	10	 	19550775	Pi’ilani
    Village	0.0025%	0.020000%	Actual/360	Fee
    Simple	NAP	GSMC	GSMC	New
    Russell Holding LLC
	11	11,
    18	19511323	90
    Fifth Avenue	0.0050%	0.000000%	Actual/360	Fee
    Simple	NAP	GSMC	GSMC	Aby
    Rosen and Michael Fuchs
	12	11,
    19, 20	19742496	Marriott
    Grand Cayman	0.0050%	0.000000%	Actual/360	Fee
    Simple	NAP	CCRE	GSMC	London
    & Regional Group Holdings Limited
	13	 	169345	Fountain
    Lake	0.0050%	0.020000%	Actual/360	Fee
    Simple	NAP	GSBI	GSMC	Beachwold
    Partners, L.P. and Gideon Z. Friedman
	14	21	19365863	Margaritaville
    Lake of the Ozarks	0.0050%	0.020000%	Actual/360	Fee
    Simple and Leasehold	NAP	GSMC	GSMC	Carlos
    J. Rodriguez, David Buddemeyer and Driftwood Acquisition & Development L.P.
	15	 	169344	Sienna
    Bay	0.0050%	0.030000%	Actual/360	Fee
    Simple	NAP	GSBI	GSMC	Beachwold
    Partners, L.P. and Gideon Z. Friedman
	16	 	19511324	Heritage
    Square	0.0050%	0.030000%	Actual/360	Fee
    Simple	NAP	GSMC	GSMC	Nathaniel
    A. Tower
	17	9,
    22	AB01AK	Shops
    at Boardman	0.0050%	0.040000%	Actual/360	Fee
    Simple	NAP	GSMC	GSMC	David
    L. Handel
	18	23	3CIEO5	One
    West 34th Street	0.0025%	0.002500%	Actual/360	Fee
    Simple	NAP	GSMC,
    WFB	GSMC	Lloyd
    Goldman and Stanley Chera
	19	24	AB0092	CH2M
    Global Headquarters	0.0025%	0.012500%	Actual/360	Fee
    Simple	NAP	GSMC	GSMC	AG
    Net Lease III (SO) Corp. and AG Net Lease III Corp.
	20	25	19291179	Balcones
    Woods Shopping Center	0.0050%	0.000000%	Actual/360	Fee
    Simple	NAP	GSMC	GSMC	Kamran
    Farhadi
	21	 	19440748	Guernsey
    Crossing	0.0050%	0.000000%	Actual/360	Fee
    Simple	NAP	GSMC	GSMC	Charles
    Townsend
	22	 	19742495	Spring
    Prairie	0.0050%	0.000000%	Actual/360	Leasehold	NAP	GSMC	GSMC	E.
    Stanley Kroenke
	23	 	19511322	Willow
    Bend Apartments	0.0025%	0.050000%	Actual/360	Fee
    Simple	NAP	GSBI	GSMC	Michael
    G. Tombari and Kenneth L. Hatfield
	24	26	167868	Greenville
    Avenue	0.0050%	0.040000%	Actual/360	Fee
    Simple	NAP	GSMC	GSMC	Kamyar
    Mateen
	25	 	172843	Adelanto
    Market Plaza	0.0050%	0.040000%	Actual/360	Fee
    Simple	NAP	GSMC	GSMC	Walt
    Ordemann and Robert E. Sarafan
	26	27,
    28	AB01GR	Raymond
    James Financial Center	0.0025%	0.050000%	Actual/360	Fee
    Simple	NAP	GSMC	GSMC	Matthew
    J. Farrell
	27	 	AB00R1	Laguna
    Seca	0.0025%	0.050000%	Actual/360	Fee
    Simple	NAP	GSMC	GSMC	Mark
    F. Simens
	28	29,
    30	19558810	Discovery
    Plaza	0.0050%	0.040000%	Actual/360	Leasehold	NAP	GSMC	GSMC	John
    P. Walsh and John P. Walsh, as Trustee of the Walsh Trust dated August 6, 1998
	29	 	170664	Quail
    Plaza	0.0050%	0.040000%	Actual/360	Fee
    Simple	NAP	GSMC	GSMC	David
    Goldberg and Michael J. Bushell
	30	 	19346051	Erindale
    Square	0.0050%	0.040000%	Actual/360	Fee
    Simple	NAP	GSMC	GSMC	Kamyar
    Mateen
	31	 	168825	Echelon	0.0050%	0.040000%	Actual/360	Fee
    Simple	NAP	GSBI	GSMC	CPF
    Senior Living Holdings, LLC
	32	 	175183	Towne
    Centre Offices	0.0050%	0.040000%	Actual/360	Fee
    Simple and Leasehold	NAP	GSMC	GSMC	L&M
    Associates



 


     


     

    
 


	Control
    Number	Footnotes	Loan
    Number	Property
    Name	Letter
    of Credit	Upfront
    RE Tax Reserve ($)	Ongoing
    RE Tax Reserve ($)	Upfront
    Insurance Reserve ($)	Ongoing
    Insurance Reserve ($)	Upfront
    Replacement Reserve ($)	Ongoing
    Replacement Reserve ($)	Replacement
    Reserve Caps ($)
	1	3,
    4	ABOOYZ	1999
    Avenue of the Stars	No	$0	$0	$0	$0	$0	$0	$0
	2	5,
    6, 7, 8, 9	148123	Long
    Island Prime Portfolio - Uniondale	No	$2,049,623	$906,920	$0	$0	$0	$33,207	$0
	2.01	 	148123	RXR
    Plaza	 	 	 	 	 	 	 	 
	2.02	 	148123	Omni	 	 	 	 	 	 	 	 
	3	10	7X0PB8	Lafayette
    Centre	No	$0	$0	$0	$0	$0	$0	$0
	4	11,
    12	177043	Loma
    Linda	No	$0	$0	$0	$0	$0	$0	$0
	5	13	147425	Long
    Island Prime Portfolio - Melville	No	$537,224	$268,612	$0	$0	$0	$14,871	$0
	5.01	 	147425	68
    South Service Road	 	 	 	 	 	 	 	 
	5.02	 	147425	58
    South Service Road	 	 	 	 	 	 	 	 
	5.03	 	147425	48
    South Service Road	 	 	 	 	 	 	 	 
	6	14	19346052	Marriott
    Quorum	No	$475,853	$79,309	$52,243	$10,449	$0	$65,691	$0
	7	15	165243	5-15
    West 125th Street	No	$0	$0	$0	$0	$0	$0	$61,203
	8	16	19540745	Petco
    Corporate Headquarters	No	$0	$0	$0	$0	$0	$0	$0
	9	17	157723	Olympic
    Tower	No	$0	$0	$298,431	$0	$25,989,597	$0	$0
	10	 	19550775	Pi’ilani
    Village	No	$21,582	$21,582	$0	$0	$0	$1,437	$0
	11	11,
    18	19511323	90
    Fifth Avenue	No	$0	$0	$0	$0	$0	$0	$0
	12	11,
    19, 20	19742496	Marriott
    Grand Cayman	No	$0	$0	$261,287	$129,397	$0	$0	$0
	13	 	169345	Fountain
    Lake	No	$66,429	$22,143	$0	$0	$0	$5,854	$0
	14	21	19365863	Margaritaville
    Lake of the Ozarks	No	$233,346	$29,168	$0	$0	$0	$82,758	$0
	15	 	169344	Sienna
    Bay	No	$116,104	$38,701	$0	$0	$0	$5,750	$0
	16	 	19511324	Heritage
    Square	No	$157,611	$52,537	$0	$0	$0	$2,347	$0
	17	9,
    22	AB01AK	Shops
    at Boardman	No	$269,269	$53,854	$39,875	$6,646	$0	$5,788	$0
	18	23	3CIEO5	One
    West 34th Street	No	$315,500	$315,500	$0	$0	$0	$7,390	$266,036
	19	24	AB0092	CH2M
    Global Headquarters	No	$0	$0	$0	$0	$0	$0	$111,146
	20	25	19291179	Balcones
    Woods Shopping Center	No	$248,551	$41,425	$45,625	$3,802	$0	$2,075	$0
	21	 	19440748	Guernsey
    Crossing	No	$66,210	$33,105	$0	$0	$0	$0	$0
	22	 	19742495	Spring
    Prairie	No	$0	$0	$0	$0	$0	$988	$0
	23	 	19511322	Willow
    Bend Apartments	No	$148,830	$21,261	$0	$0	$0	$8,325	$0
	24	26	167868	Greenville
    Avenue	No	$103,398	$17,233	$0	$0	$180,000	$24,287	$0
	25	 	172843	Adelanto
    Market Plaza	No	$28,379	$9,460	$0	$0	$0	$521	$0
	26	27,
    28	AB01GR	Raymond
    James Financial Center	No	$148,707	$14,766	$0	$0	$200,000	$0	$200,000
	27	 	AB00R1	Laguna
    Seca	No	$23,032	$11,516	$0	$0	$0	$1,955	$0
	28	29,
    30	19558810	Discovery
    Plaza	No	$90,963	$18,193	$0	$0	$55,000	$0	$55,000
	29	 	170664	Quail
    Plaza	No	$14,192	$4,731	$0	$0	$0	$611	$0
	30	 	19346051	Erindale
    Square	No	$15,585	$3,896	$0	$0	$0	$1,726	$0
	31	 	168825	Echelon	No	$16,658	$3,332	$0	$0	$0	$2,900	$0
	32	 	175183	Towne
    Centre Offices	No	$0	$15,076	$0	$0	$0	$1,553	$0



 


     


     

    
 


	Control
    Number	Footnotes	Loan
    Number	Property
    Name	Upfront
    TI/LC Reserve ($)	Ongoing
    TI/LC Reserve ($)	TI/LC
    Caps ($)	Upfront
    Debt Service Reserve ($)	Ongoing
    Debt Service Reserve ($)	Upfront
    Deferred Maintenance Reserve ($)	Ongoing
    Deferred Maintenance Reserve ($)	Upfront
    Environmental Reserve ($)
	1	3,
    4	ABOOYZ	1999
    Avenue of the Stars	$0	$0	$0	$0	$0	$0	$0	$0
	2	5,
    6, 7, 8, 9	148123	Long
    Island Prime Portfolio - Uniondale	$3,350,000	$199,244	$0	$0	$0	$0	$55,603	$0
	2.01	 	148123	RXR
    Plaza	 	 	 	 	 	 	 	 
	2.02	 	148123	Omni	 	 	 	 	 	 	 	 
	3	10	7X0PB8	Lafayette
    Centre	$0	$0	$0	$0	$0	$0	$0	$0
	4	11,
    12	177043	Loma
    Linda	$0	$0	$0	$0	$0	$0	$0	$0
	5	13	147425	Long
    Island Prime Portfolio - Melville	$4,200,000	$89,229	$0	$0	$0	$0	$0	$0
	5.01	 	147425	68
    South Service Road	 	 	 	 	 	 	 	 
	5.02	 	147425	58
    South Service Road	 	 	 	 	 	 	 	 
	5.03	 	147425	48
    South Service Road	 	 	 	 	 	 	 	 
	6	14	19346052	Marriott
    Quorum	$0	$0	$0	$0	$0	$0	$0	$0
	7	15	165243	5-15
    West 125th Street	$0	$0	$0	$0	$0	$0	$0	$0
	8	16	19540745	Petco
    Corporate Headquarters	$0	$0	$0	$0	$0	$0	$0	$0
	9	17	157723	Olympic
    Tower	$21,357,936	$0	$0	$0	$0	$0	$0	$0
	10	 	19550775	Pi’ilani
    Village	$0	$5,526	$200,000	$0	$0	$0	$0	$0
	11	11,
    18	19511323	90
    Fifth Avenue	$0	$0	$0	$0	$0	$0	$0	$0
	12	11,
    19, 20	19742496	Marriott
    Grand Cayman	$0	$0	$0	$0	$0	$0	$0	$0
	13	 	169345	Fountain
    Lake	$0	$0	$0	$0	$0	$132,275	$0	$0
	14	21	19365863	Margaritaville
    Lake of the Ozarks	$0	$0	$0	$0	$0	$0	$0	$0
	15	 	169344	Sienna
    Bay	$0	$0	$0	$0	$0	$5,225	$0	$0
	16	 	19511324	Heritage
    Square	$0	$11,667	$560,000	$0	$0	$0	$0	$0
	17	9,
    22	AB01AK	Shops
    at Boardman	$500,000	$20,833	$750,000	$0	$0	$0	$0	$0
	18	23	3CIEO5	One
    West 34th Street	$0	$52,785	$1,900,260	$0	$0	$366,740	$0	$0
	19	24	AB0092	CH2M
    Global Headquarters	$0	$0	$0	$0	$0	$0	$0	$0
	20	25	19291179	Balcones
    Woods Shopping Center	$100,000	$17,000	$300,000	$0	$0	$79,293	$0	$0
	21	 	19440748	Guernsey
    Crossing	$250,000	$8,333	$600,000	$0	$0	$0	$0	$0
	22	 	19742495	Spring
    Prairie	$0	$6,250	$200,000	$0	$0	$0	$0	$0
	23	 	19511322	Willow
    Bend Apartments	$0	$0	$0	$0	$0	$36,890	$0	$0
	24	26	167868	Greenville
    Avenue	$400,000	$0	$400,000	$0	$0	$665,000	$0	$0
	25	 	172843	Adelanto
    Market Plaza	$150,000	$2,604	$250,000	$0	$0	$0	$0	$0
	26	27,
    28	AB01GR	Raymond
    James Financial Center	$400,000	$0	$400,000	$0	$0	$0	$0	$0
	27	 	AB00R1	Laguna
    Seca	$0	$0	$0	$0	$0	$0	$0	$0
	28	29,
    30	19558810	Discovery
    Plaza	$200,000	$0	$200,000	$0	$0	$76,500	$0	$0
	29	 	170664	Quail
    Plaza	$0	$2,210	$132,575	$0	$0	$7,150	$0	$0
	30	 	19346051	Erindale
    Square	$0	$8,631	$0	$0	$0	$4,070	$0	$0
	31	 	168825	Echelon	$0	$0	$0	$0	$0	$67,276	$0	$0
	32	 	175183	Towne
    Centre Offices	$0	$5,823	$0	$0	$0	$361,800	$0	$0



 


     


     

    
 


	Control
    Number	Footnotes	Loan
    Number	Property
    Name	Ongoing
    Environmental Reserve ($)	Upfront
    Other Reserve ($)	Ongoing
    Other Reserve ($)	Other
    Reserve Description	Grace
    Period- Default	Grace
    Period- Late Fee	Cash
    Management	Lockbox
	1	3,
    4	ABOOYZ	1999
    Avenue of the Stars	$0	$18,780,974	$0	Unfunded
    Obligations Reserve	0	0	Springing	Hard
	2	5,
    6, 7, 8, 9	148123	Long
    Island Prime Portfolio - Uniondale	$0	$11,709,150	$0	Unfunded
    Obligations Reserve ($11,598,910.73), Ground Rent Reserve ($110,239.50)	0	5
    days grace, once per calendar year	Springing	Hard
	2.01	 	148123	RXR
    Plaza	 	 	 	 	 	 	 	 
	2.02	 	148123	Omni	 	 	 	 	 	 	 	 
	3	10	7X0PB8	Lafayette
    Centre	$0	$3,572,450	$0	Unfunded
    Obligations Reserve	0	0	Springing	Hard
	4	11,
    12	177043	Loma
    Linda	$0	$0	$0	 	0	0	Springing	Hard
	5	13	147425	Long
    Island Prime Portfolio - Melville	$0	$2,903,067	$0	Unfunded
    Obligations Reserve	0	5
    days grace, once per calendar year	Springing	Hard
	5.01	 	147425	68
    South Service Road	 	 	 	 	 	 	 	 
	5.02	 	147425	58
    South Service Road	 	 	 	 	 	 	 	 
	5.03	 	147425	48
    South Service Road	 	 	 	 	 	 	 	 
	6	14	19346052	Marriott
    Quorum	$0	$7,662,521	$0	PIP
    Reserve	0	0	Springing	Hard
	7	15	165243	5-15
    West 125th Street	$0	$10,000,000	$0	Earnout
    Reserve	0	0	Springing	Hard
	8	16	19540745	Petco
    Corporate Headquarters	$0	$605,000	$0	Rental
    Escrow Reserve	0	0	In
    Place	Hard
	9	17	157723	Olympic
    Tower	$0	$13,997,581	$153,680	Free
    Rent Reserve ($11,843,236), Upfront Ground Rent Reserve ($2,154,345), Monthly Ground Rent Reserve ($153,680)	0	3
    days grace, once per trailing 12-month period	In
    Place	Hard
	10	 	19550775	Pi’ilani
    Village	$0	$150,000	$0	Unfunded
    Obligations Reserve	0	0	Springing	Springing
	11	11,
    18	19511323	90
    Fifth Avenue	$0	$5,352,756	$0	Unfunded
    Obligations Reserve	0	0	Springing	Hard
	12	11,
    19, 20	19742496	Marriott
    Grand Cayman	$0	$1,085,464	$0	Seasonality
    Reserve	5
    days grace, other than the payment due on the Maturity Date	5
    days grace, other than the payment due on the Maturity Date	In
    Place	Hard
	13	 	169345	Fountain
    Lake	$0	$0	$0	 	0	0	Springing	Soft
	14	21	19365863	Margaritaville
    Lake of the Ozarks	$0	$10,964,896	$0	PIP
    Reserve ($8,194,590), Capital Improvement Reserve ($2,000,000), Seasonality Reserve ($770,306)	0	0	Springing	Hard
	15	 	169344	Sienna
    Bay	$0	$0	$0	 	0	0	Springing	Soft
	16	 	19511324	Heritage
    Square	$0	$1,113,494	$0	Unfunded
    Obligations Reserve	0	0	Springing	Springing
	17	9,
    22	AB01AK	Shops
    at Boardman	$0	$0	$0	 	0	5
    days grace, one time during the term of the loan, other than the payment due on the Maturity Date	Springing	Springing
	18	23	3CIEO5	One
    West 34th Street	$0	$0	$0	 	0	5	Springing	Hard
	19	24	AB0092	CH2M
    Global Headquarters	$0	$7,945,478	$0	Unpaid
    Tenant Improvements ($6,695,091.09), Free Rent ($1,250,386.88)	0	0	In
    Place	Hard
	20	25	19291179	Balcones
    Woods Shopping Center	$0	$0	$0	 	0	0	Springing	Springing
	21	 	19440748	Guernsey
    Crossing	$0	$336,808	$0	Unfunded
    Obligations Reserve	0	0	Springing	Springing
	22	 	19742495	Spring
    Prairie	$0	$0	$0	 	0	0	Springing	Springing
	23	 	19511322	Willow
    Bend Apartments	$0	$0	$0	 	0	0	Springing	Springing
	24	26	167868	Greenville
    Avenue	$0	$135,786	$0	Unfunded
    Obligations Reserve	0	0	Springing	Springing
	25	 	172843	Adelanto
    Market Plaza	$0	$0	$0	 	0	0	Springing	Springing
	26	27,
    28	AB01GR	Raymond
    James Financial Center	$0	$16,839	$0	Unfunded
    Obligations Reserve	0	0	Springing	Springing
	27	 	AB00R1	Laguna
    Seca	$0	$0	$0	 	0	0	Springing	Springing
	28	29,
    30	19558810	Discovery
    Plaza	$0	$50,160	$0	Ground
    Rent Reserve	0	0	Springing	Hard
	29	 	170664	Quail
    Plaza	$0	$0	$0	 	0	0	Springing	Springing
	30	 	19346051	Erindale
    Square	$0	$0	$0	 	0	0	Springing	Hard
	31	 	168825	Echelon	$0	$0	$0	 	0	0	Springing	Springing
	32	 	175183	Towne
    Centre Offices	$0	$6,500	$0	Unfunded
    Obligations Reserve	0	0	Springing	Hard



 


     


     

    
 





	Control
    Number	Footnotes	Loan
    Number	Property
    Name	General
    Property Type	Prepayment
    Provision (2)	Interest
    Accrual Method	 Rooms,
    Sq Ft 	Unit
    Description
	1	3,
    4	ABOOYZ	1999
    Avenue of the Stars	Office	Lockout/27_Defeasance/89_0%/4	Actual/360	821,357	sf
	2	5,
    6, 7, 8, 9	148123	Long
    Island Prime Portfolio - Uniondale	 	Lockout/26_Defeasance/87_0%/7	Actual/360	1,750,761	sf
	2.01	 	148123	RXR
    Plaza	Office	 	 	1,085,298	sf
	2.02	 	148123	Omni	Office	 	 	665,463	sf
	3	10	7X0PB8	Lafayette
    Centre	Office	Lockout/30_Defeasance/86_0%/5	Actual/360	793,553	sf
	4	11,
    12	177043	Loma
    Linda	Office	Lockout/25_Defeasance/90_0%/5	Actual/360	327,614	sf
	5	13	147425	Long
    Island Prime Portfolio - Melville	 	Lockout/26_Defeasance/87_0%/7	Actual/360	776,720	sf
	5.01	 	147425	68
    South Service Road	Office	 	 	323,292	sf
	5.02	 	147425	58
    South Service Road	Office	 	 	309,262	sf
	5.03	 	147425	48
    South Service Road	Office	 	 	144,166	sf
	6	14	19346052	Marriott
    Quorum	Hospitality	Lockout/25_Defeasance/91_0%/4	Actual/360	547	Rooms
	7	15	165243	5-15
    West 125th Street	Mixed
    Use	Lockout/26_Defeasance/90_0%/4	Actual/360	119,341	sf
	8	16	19540745	Petco
    Corporate Headquarters	Office	Lockout/11_>YM
    or 1%/104_0%/5	Actual/360	257,040	sf
	9	17	157723	Olympic
    Tower	Mixed
    Use	Lockout/27_Defeasance/86_0%/7	Actual/360	525,372	sf
	10	 	19550775	Pi’ilani
    Village	Retail	Lockout/24_Defeasance/92_0%/4	Actual/360	66,308	sf
	11	11,
    18	19511323	90
    Fifth Avenue	Mixed
    Use	Lockout/25_Defeasance/90_0%/5	Actual/360	139,921	sf
	12	11,
    19, 20	19742496	Marriott
    Grand Cayman	Hospitality	Lockout/25_Defeasance/31_0%/4	Actual/360	295	Rooms
	13	 	169345	Fountain
    Lake	Multifamily	Lockout/27_Defeasance/88_0%/5	Actual/360	281	Units
	14	21	19365863	Margaritaville
    Lake of the Ozarks	Hospitality	Lockout/25_Defeasance/90_0%/5	Actual/360	492	Rooms
	15	 	169344	Sienna
    Bay	Multifamily	Lockout/27_Defeasance/88_0%/5	Actual/360	276	Units
	16	 	19511324	Heritage
    Square	Retail	Lockout/25_Defeasance/90_0%/5	Actual/360	187,743	sf
	17	9,
    22	AB01AK	Shops
    at Boardman	Retail	Lockout/26_Defeasance/89_0%/5	Actual/360	315,724	sf
	18	23	3CIEO5	One
    West 34th Street	Mixed
    Use	Lockout/28_Defeasance/88_0%/4	Actual/360	210,358	sf
	19	24	AB0092	CH2M
    Global Headquarters	Office	Lockout/28_>YM
    or 1%/87_0%/5	Actual/360	370,485	sf
	20	25	19291179	Balcones
    Woods Shopping Center	Retail	Lockout/26_Defeasance/87_0%/7	Actual/360	113,159	sf
	21	 	19440748	Guernsey
    Crossing	Retail	Lockout/24_Defeasance/92_0%/4	Actual/360	104,209	sf
	22	 	19742495	Spring
    Prairie	Retail	Lockout/24_>YM
    or 3%/92_0%/4	Actual/360	138,961	sf
	23	 	19511322	Willow
    Bend Apartments	Multifamily	Lockout/25_Defeasance/91_0%/4	Actual/360	333	Units
	24	26	167868	Greenville
    Avenue	Office	Lockout/26_Defeasance/31_0%/3	Actual/360	121,434	sf
	25	 	172843	Adelanto
    Market Plaza	Retail	Lockout/26_Defeasance/90_0%/4	Actual/360	31,243	sf
	26	27,
    28	AB01GR	Raymond
    James Financial Center	Office	Lockout/26_Defeasance/90_0%/4	Actual/360	137,960	sf
	27	 	AB00R1	Laguna
    Seca	Retail	Lockout/26_Defeasance/90_0%/4	Actual/360	117,278	sf
	28	29,
    30	19558810	Discovery
    Plaza	Retail	Lockout/24_Defeasance/92_0%/4	Actual/360	90,048	sf
	29	 	170664	Quail
    Plaza	Retail	Lockout/26_Defeasance/90_0%/4	Actual/360	26,515	sf
	30	 	19346051	Erindale
    Square	Retail	Lockout/25_Defeasance/32_0%/3	Actual/360	103,571	sf
	31	 	168825	Echelon	Multifamily	Lockout/25_Defeasance/32_0%/3	Actual/360	116	Units
	32	 	175183	Towne
    Centre Offices	Office	Lockout/24_Defeasance/92_0%/4	Actual/360	93,172	sf




 




 


     


     

    
 


	1	The
    monthly debt service shown for Mortgage Loans with a partial interest-only period reflects the amount payable after the expiration
    of the interest-only period.
	2	The
    open period is inclusive of the Maturity Date.
	3	The
    Cut-off Date Principal Balance of $137,260,000 represents the non-controlling notes A-2 and A-3 of a $425,000,000 whole loan,
    evidenced by three non-controlling senior pari passu notes and four pari passu subordinate B-notes. The non-controlling note
    A-1 with a Cut-off Date Principal Balance of $95,500,000 was contributed to the GSMS 2017-GS6 securitization transaction.
    The notes B-1, B-2, B-3 and B-4, with a combined Cut-off Date Principal Balance of $192,240,000 were sold to a third party
    investor. 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
    1999 Avenue of the Stars Senior Loans of $232,760,000.
	4	The
    lockout period will be at least 27 payment dates beginning with and including the first payment date of June 6, 2017. For
    the purpose of this prospectus, the assumed lockout period of 27 payment dates is based on the expected GSMS 2017-GS7 securitization
    closing date in August 2017. The actual lockout period may be longer.
	5	The
    Cut-off Date Principal Balance of $85,000,000 represents the controlling note A-1-1 of a $197,950,000 whole loan co-originated
    by Goldman Sachs Mortgage Company and Barclays Bank PLC, evidenced by four pari passu notes. The non-controlling note A-1-2
    with a Cut-off Date Principal Balance of $33,770,000 is currently held by Goldman Sachs Mortgage Company and will be contributed
    to one or more future securitization transactions. The non-controlling note A-2-1 will be contributed by Barclays Bank PLC
    to the WFCM 2017-C39 securitization transaction. The non-controlling note A-2-2 with a Cut-off Date Principal Balance of $29,180,000
    is held by Barclays Bank PLC and will 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 Principal Balance of $197,950,000.
	6	The
    Ongoing TI/LC Reserve will be equal to $199,244, plus the amount of any accumulated tenant improvements and leasing commissions
    shortfall, minus the product of the square footage of each property released from the lien of the mortgage times $0.125.
	7	The
    Ongoing Replacement Reserve will be equal to $33,207, plus the amount of any accumulated capital expenditure shortfall, minus
    the product of the square footage of each property released from the lien of the mortgage times $0.020833333.
	8	On
    each Due Date through and including the Due Date in June 2019, borrower is required to remit to the lender, for deposit into
    the Ongoing Deferred Maintenance Reserve, an amount equal to the lesser of $55,603 and the amount necessary to cause the amount
    contained in the deferred maintenance and environmental escrow account to equal $1,334,472, less the sum of (i) the amount
    theretofore disbursed from the deferred maintenance and environmental escrow account plus (ii) the aggregate amount set forth
    on Schedule C in the related loan documents with respect to each item for which lender has received reasonably satisfactory
    evidence that the work related to such item has been completed and no amounts have theretofore been disbursed from the deferred
    maintenance and environmental escrow account with respect to such item.
	9	The
    lockout period will be at least 26 payment dates beginning with and including the first payment date of July 6, 2017. For
    the purpose of this prospectus, the assumed lockout period of 26 payment dates is based on the expected GSMS 2017-GS7 securitization
    closing date in August 2017. The actual lockout period may be longer.
	10	The
    Cut-off Date Principal Balance of $80,250,000 represents the non-controlling note A-3 of a $243,000,000 whole loan evidenced
    by three pari passu notes. The companion loans are evidenced by the controlling note A-1 with an outstanding principal balance
    as of the Cut-off Date of $82,500,000, and by the non-controlling note A-2 with an outstanding principal balance as of the
    Cut-off Date of $80,250,000. The note A-1 was securitized in the GSMS 2017-GS5 securitization transaction and note A-2 was
    securitized in the GSMS 2017-GS6 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 $243,000,000.
	11	The
    lockout period will be at least 25 payment dates beginning with and including the first payment date in August 2017. For the
    purpose of this prospectus, the assumed lockout period of 25 payment dates is based on the expected GSMS 2017-GS7 securitization
    closing date in August 2017. The actual lockout period may be longer.
	12	The
    Cut-off Date Principal Balance of $80,000,000 represents the controlling note A-1 of a $127,500,000 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 $47,500,000 which is currently held by Goldman Sachs Mortgage Company 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 $127,500,000.
	13	The
    Cut-off Date Principal Balance of $72,300,000 represents the controlling note A-1 of a $120,500,000 whole loan co-originated
    by Goldman Sachs Mortgage Company and Barclays Bank PLC, evidenced by two pari passu notes. The non-controlling note A-2 with
    a Cut-off Date Principal Balance of $48,200,000 was contributed to the WFCM 2017-C38 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 Cut-off Date Principal Balance of $120,500,000.
	14	The
    Ongoing Replacement Reserve is an FF&E reserve in an amount equal to (i) $65,691 for the Due Dates which occur from and
    including August 2017 to July 2018, (ii) for the Due Dates which occur from and including August 2018 to July 2019, one-twelfth
    of 4% of the operating income of the Mortgaged Property for the 12-month period as determined on the June 30 of each year,
    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) one-twelfth of 5% of the operating income of the Mortgaged Property for the previous 12-month
    period as determined on June 30 of each year.
	15	The
    Original Balance of $59,000,000 is inclusive of a $10,000,000 earnout reserve. Cut-off Date LTV Ratio, Debt Yield on Underwritten
    Net Operating Income and Debt Yield on Underwritten Net Cash Flow are calculated excluding the $10,000,000 earnout.
	16	The
    Cut-off Date Principal Balance of $41,000,000 represents the controlling note A-1 of a $71,500,000 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 $30,500,000 which is currently held by Goldman Sachs Mortgage Company 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 $71,500,000.
	17	The
    Cut-off Date Principal Balance of $40,000,000 represents the non-controlling note A-2-C1 of a $760,000,000 whole loan co-originated
    by Deutsche Bank AG, New York Branch, Morgan Stanley Bank, N.A. and Goldman Sachs Mortgage Company, evidenced by 11 non-controlling
    senior pari passu notes and three pari passu subordinate B-notes. The non-controlling notes A-1-S, A-2-S and A-3-S with a
    Cut-off Date Principal Balance of $331,000,000 were contributed to the Olympic Tower 2017-OT securitization transaction. The
    non-controlling notes A-1-C1, A-1-C4 and A-1-C5 with a Cut-off Date Principal Balance of $80,000,000 were contributed to the
    DBJPM 2017-C6 securitization transaction. The non-controlling notes A-1-C2 and A-1-C3 with a Cut-off Date Principal Balance
    of $60,000,000 are currently held by Deutsche Bank AG, New York Branch and are expected to be contributed to one or more future
    securitization transactions. The non-controlling note A-3-C with a Cut-off Date Principal Balance of $56,000,000 is currently
    held by Morgan Stanley Bank, N.A. and is expected to be contributed to one or more future securitization transactions. The
    non-controlling note A-2-C2 with a Cut-off Date Principal Balance of $44,000,000 is currently held by Goldman Sachs Mortgage
    Company and is expected to be contributed to one or more future securitization transactions. The notes B-1, B-2 and B-3, with
    a combined Cut-off Date Principal Balance of $149,000,000 were contributed to the Olympic Tower 2017-OT 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 Olympic
    Tower Senior Loans of $611,000,000.
	18	The
    Cut-off Date Principal Balance of $37,000,000 represents the controlling note A-1 of a $104,500,000 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 $33,750,000 and the non-controlling note A-3 with an outstanding principal balance as of the Cut-off
    Date of $33,750,000, which are both currently held by Goldman Sachs Mortgage Company 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 $104,500,000.
	19	The
    Cut-off Date Principal Balance of $35,000,000 represents the non-controlling note A-3 of an $80,000,000 whole loan originated
    by Cantor Commercial Real Estate Lending, L.P. evidenced by three pari passu notes. The non-controlling note A-3 was purchased
    by Goldman Sachs Mortgage Company and will be contributed to this securitization transaction. The controlling note A-1 and
    non-controlling note A-2, with an aggregate outstanding principal balance as of the Cut-off Date of $45,000,000 are currently
    held by Cantor Commercial Real Estate Lending, L.P., or an affiliate, and 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 $80,000,000.
	20	Prior
    to the servicing shift securitization date, the Marriott Grand Cayman loan will be serviced by the master servicer under the
    pooling and servicing agreement. From and after the related servicing shift securitization date, the Marriott Grand Cayman
    loan will be serviced under, and by the master servicer designated in, the related servicing shift pooling and servicing agreement.
    After the securitization of the related controlling companion loan, Wells Fargo will continue to receive a 0.25 bps master
    servicing fee on the loan, but the 0.25 bps primary servicing fee will shift to the primary servicer of the securitization
    in which the related controlling companion loan is securitized.
	21	The
    Ongoing Replacement Reserve is an FF&E reserve in an amount equal to (i) $82,758 for Due Dates which occur in August 2017
    through July 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) one-twelfth of 4% of the operating income of the Mortgaged Property for the
    previous 12-month period, as initially determined on June 30 and to be adjusted every three months thereafter.
	22	The
    Cut-off Date Principal Balance of $23,000,000 represents the controlling note A-1 of a $42,600,000 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 $19,600,000 which is currently held by Goldman Sachs Mortgage Company 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 $42,600,000.
	23	The
    Cut-off Date Principal Balance of $20,000,000 represents the non-controlling note A-3-2 of a $150,000,000 whole loan co-originated
    by Wells Fargo Bank, National Association and Goldman Sachs Mortgage Company evidenced by four pari passu notes. The controlling
    note A-1 with an outstanding principal balance as of the Cut-off Date of $60,000,000 was contributed to the BANK 2017-BNK4
    securitization transaction. The non-controlling note A-2 with an outstanding principal balance as of the Cut-off Date of $30,000,000
    was contributed to the UBS 2017-C1 securitization transaction. The non-controlling note A-3-1, with an outstanding principal
    balance as of the Cut-off Date of $40,000,000 was contributed to the GSMS 2017-GS6 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
    $150,000,000.
	24	The
    Cut-off Date Principal Balance of $20,000,000 represents the non-controlling note A-2 of an $80,000,000 whole loan evidenced
    by two pari passu notes. The companion loan is evidenced by the controlling note A-1 with an outstanding principal balance
    as of the Cut-off Date of $60,000,000 which was contributed to the GSMS 2017-GS6 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
    $80,000,000.
	25	The
    Ongoing TI/LC Reserve will be $17,000 funded monthly until Party City and PetSmart both renew, and thereafter, the lesser
    of $11,806 or the amount necessary for the amount on deposit in the TI/LC reserve account to be equal to $300,000.
	26	On
    each Due Date, if and to the extent the amount contained in the TI/LC reserve account is less than the $400,000, the borrower
    is required to deposit into the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to $10,120.
	27	On
    each Due Date, if and to the extent the amount contained in the TI/LC reserve account is less than the $400,000, the borrower
    is required to deposit into the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to $10,417.
	28	On
    each Due Date, if and to the extent the amount contained in the replacement reserve account is less than the $200,000, the
    borrower is required to deposit into the replacement reserve account an Ongoing Replacement Reserve amount equal to $2,874.
	29	On
    each Due Date, if and to the extent the amount contained in the TI/LC reserve account is less than the $200,000, the borrower
    is required to deposit into the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to $5,628.
	30	On
    each Due Date, if and to the extent the amount contained in the replacement reserve account is less than the $55,000, the
    borrower is required to deposit into the replacement reserve account an Ongoing Replacement Reserve amount equal to $1,616.



 


     


     

    
 




 


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-GS7


 


GS Mortgage Securities Corporation II

200 West Street


New York, New York 10282


Attention: Leah Nivison


 


		Re:	Transfer
                                         of GS Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-GS7



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and Servicing
Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and Cayman Agent, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, on behalf of the holders of GS Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through
Certificates, Series 2017-GS7 (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-GS7


 


		Re:	GS Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS7 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of August 1, 2017, by and among GS Mortgage Securities Corporation II, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator and Cayman Agent, Wilmington Trust, National Association, as Trustee, and Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer



 





	STATE OF	)

	 
	 	)

	ss.:
	COUNTY OF	)

	 



  


I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.          I
am a [______] of [______] (the “Purchaser”),
on behalf of which I have the authority to make this affidavit.


 


2.          The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”)
designated as the (i) “Lower-Tier REMIC”
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-GS7


 


		Re:	GS Mortgage
                                         Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7,
                                         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 August 1, 2017 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and Cayman Agent, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, that:


 


(1)        No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)        The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained
therein is false.


 


(3)          The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the
Transferee as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the
Transferor has determined that the Transferee has historically paid its debts as they became due and has found no significant
evidence to indicate that the Transferee will not continue to pay its debts as they become due in the future. The Transferor
understands that the transfer of the Residual Certificates may not be respected for United States income tax purposes (and
the Transferor may continue to be liable


 



    Exhibit D-2-1


     


    

 


 for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 





	 	Very truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  




    Exhibit D-2-2


     


    

 


EXHIBIT D-3


 


FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS
OF THE 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-GS7


 


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-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of
August 1, 2017, between GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and Cayman Agent, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services 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 [F-RR][G-RR][H-RR][J-RR] Certificates from [_____] (the “Transferor”).



 


		2.	The Purchaser is aware that the Certificate Registrar will not register any transfer of any portion
of the HRR Certificates by the Transferor unless the Purchaser, or such 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-3-1


     


    

 


		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 Goldman Sachs & Co. LLC, Academy
Securities, Inc. or Drexel Hamilton, LLC or an Affiliate thereof.



 


		5.	Check one of the following:



 


☐           The
Purchaser certifies, represents and warrants to each of the addressees hereto that:


 


		A.	It is a “majority-owned affiliate”, as such term is defined in Regulation RR, of the
Transferor (a “Majority-Owned Affiliate”).



 


		B.	It is not acquiring the HRR Certificates as a nominee, trustee or agent for any person that is
not a Majority-Owned Affiliate, and that for so long as it retains its interest in the HRR Certificates, it will remain a Majority-Owned
Affiliate.



 


		C.	It will deliver a joinder agreement substantially in the form attached to the Risk Retention Agreement
pursuant to which it has agreed to be bound by the terms of the Risk Retention Agreement to the same extent as if it was the Transferor
itself.



 


☐             The
Transfer will occur on and after the fifth anniversary of the Closing Date, and the Purchaser certifies, represents and warrants
to each of the addressees hereto that:


 


		A.	It will execute and deliver to the Sponsor a new credit risk retention agreement in accordance
with the Risk Retention Agreement.



 


		B.	If required by the Sponsor, an affiliate of the Purchaser will execute and deliver a guaranty,
if required under the Risk Retention Agreement.



 


		C.	It will comply with any additional requirements and satisfy any additional conditions set forth
under the Risk Retention Agreement applicable to the Transfer and the Purchaser as a subsequent Third Party Purchaser.



 


☐             The
Transfer will occur after the termination of the Retained Interest Transfer Restriction Period.


 






    Exhibit D-3-2


     


    

 


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-3-3


     


    

 


EXHIBIT D-4


 


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-GS7


 


Goldman Sachs Mortgage Company,

as Sponsor

Email: leah.nivison@gs.com

Email: joe.osbourne@gs.com

Email: gs-refgsecuritization@gs.com





GS Mortgage Securities Corporation II

Email: leah.nivison@gs.com

Email: joe.osbourne@gs.com

Email: gs-refgsecuritization@gs.com


 


Cadwalader, Wickersham & Taft, LLP

200 Liberty Street

New York, New York 10281

Email: lisa.pauquette@cwt.com


 


GS Mortgage
Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7 (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 [F-RR][G-RR][H-RR][J-RR] Certificates].
The Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling
and Servicing Agreement”), between GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and Cayman Agent, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer. All capitalized terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you that:


 






    Exhibit D-4-1


     


    

 


		1.	The Transfer is in compliance with any applicable credit risk retention agreement in effect between
the Sponsor and the Transferor (the “Risk Retention Agreement”) and the Pooling and Servicing Agreement.



 


		2.	If the Transferee is an insurance company general account relying on PTCE 95-60 to cover its acquisition
of the HRR Certificates, to the Transferor’s knowledge (a) all of the conditions of Parts I and III of PTCE 95-60 will be
satisfied with respect to the acquisition of the HRR Certificates and (b) the acquisition of the HRR Certificates will be effected
through Goldman Sachs & Co. LLC, Academy Securities, Inc. or Drexel Hamilton, LLC or an Affiliate thereof.



 


		3.	Check one of the following:



 


☐           The
Transferor certifies, represents and warrants to you that:


 


		A.	The Transferee is a “majority-owned affiliate”, as such term is defined in Regulation
RR, of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	The Transferor has satisfied all of the conditions under the Risk Retention Agreement applicable
to transfers by the Transferor to a Majority-Owned Affiliate.



 


☐           The
Transfer will occur on and after the fifth anniversary of the Closing Date, and the Transferor certifies, represents and warrants
to you that:


 


		A.	The Transferor has satisfied all of the conditions under the Risk Retention Agreement applicable
to transfers by the Transferor to subsequent Third Party Purchasers.



 


☐           The
Transfer will occur after the termination of the Retained Interest Transfer Restriction Period.


 


		4.	The Transferor certifies, represents and warrants to you that the Transferor has provided notice
of the Transfer to the Sponsor and [check one of the following]:



 


☐           The
Sponsor has consented to the Transfer, a copy of which is attached hereto.


 


☐           At
least ten (10) Business Days have passed since the Sponsor’s receipt of such written notice, and the Sponsor has not responded
to the Transferor.


 


		5.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in
the form attached to the Pooling and Servicing Agreement as Exhibit D-6. The Transferor does not know or believe that any
representation contained therein is false.



 


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 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-GS7 


Email: RiskRetentionCustody@wellsfargo.com


  


TO BE SENT BY ELECTRONIC MAIL TO THE RETAINING
SPONSOR BY WELLS FARGO 


Goldman Sachs Mortgage Company, 


as Sponsor 


Email: leah.nivison@gs.com 


Email: joe.osbourne@gs.com 


Email: gs-refgsecuritization@gs.com 


 


GS Mortgage Securities Corporation II, 


as Depositor 


Email: leah.nivison@gs.com 


Email: joe.osbourne@gs.com 


Email: gs-refgsecuritization@gs.com 


 


Cadwalader, Wickersham & Taft, LLP 


200 Liberty Street 


New York, New York 10281 


Email: lisa.pauquette@cwt.com


 


GS Mortgage
Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7 (the “Certificates”)


 


Ladies and Gentlemen:


 


This is delivered to
you in connection with the release (the “Release”) of $[_____] aggregate Certificate Balance of the Class [F-RR][G-RR][H-RR][J-RR]
Certificates from the Third Party Purchaser Safekeeping Account [and, in connection with the termination of the Credit Risk Retention
Rules, request to convert such Class HRR Certificates to a Book-Entry Certificate pursuant to the enclosed transfer certificate].


 






    Exhibit D-5-1


     


    




 


The Certificates were
issued pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
between GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Cayman Agent,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement.


 


Add any further explanation for the request
for release [and conversion] below:


 





	 
	 
	 
	 
	 
	 






 


The Third Party Purchaser
hereby requests your written consent to the Release [and conversion to a Book-Entry Certificate] .


 


IMPORTANT NOTICE: IF YOU
FAIL TO RESPOND TO THE CERTIFICATE ADMINISTRATOR IN WRITING AT THE CONTACT INFORMATION SET FORTH BELOW WITHIN 10 BUSINESS DAYS
AFTER YOUR RECEIPT OF THIS REQUEST, THEN THE RELEASE WILL BE DEEMED TO HAVE BEEN APPROVED BY YOU UNDER THE POOLING AND SERVICING
AGREEMENT.


 




    Exhibit D-5-2


     


    

 


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-GS7

Email: RiskRetentionCustody@wellsfargo.com 





	 	 	 
	 	Sincerely,
	 	 	 
	 	[THIRD PARTY PURCHASER]




	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


CONSENT TO RELEASE:


 


RETAINING SPONSOR


 





	By:	 
	Name:	 
	Title:	 
	Email:	 






 




    Exhibit D-5-3


     


    

 


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-GS7
	 	 	 
	 	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-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7


 


The undersigned [Master
Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian (the “Custodian”)
on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”), for the Holders of GS Mortgage
Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7, 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 August 1, 2017, by and among GS Mortgage Securities Corporation II,
as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator and Cayman Agent, Wilmington Trust, National Association, as


 



    Exhibit E-1


     


    

 


Trustee,
and Park Bridge Lender Services LLC, as 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-GS7


 


GS Mortgage Securities Corporation II

200 West Street 


New York, New York, 10282 


Attention: Leah Nivison


 


		Re:	Transfer of GS Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS7



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase US$[___] aggregate Certificate Balance in the GS Mortgage Securities Trust
2017-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7, Class [G-RR][H-RR][J-RR] Certificates issued pursuant
to that certain Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Cayman Agent,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you as follows:


 


1.       The
Purchaser is not and will not become (a) an employee benefit plan subject to the fiduciary responsibility provisions of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA),
a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code, or any
other plan subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar
to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on behalf of or
using the assets of any such Plan (within the meaning of Department of Labor Regulation § 2510.3-101, as modified by Section
3(42) of 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


 


[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-GS7


  


[Transferor] 


[______] 


[______] 


Attention: [______]


 


		Re:	GS Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS7



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [__]% Percentage Interest in the GS Mortgage Securities Trust 2017-GS7, Commercial
Mortgage Pass-Through Certificates, Series 2017-GS7, Class R Certificates (the “Class R Certificate”) issued
pursuant to that certain Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Cayman Agent,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you that, with respect to the Class R Certificate, the Purchaser is
not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of
1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that
is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the
Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or
using the assets of a Plan (within the meaning of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42)
of ERISA) to purchase such Class R Certificate.


 






    Exhibit F-2-1


     


    




 


IN WITNESS WHEREOF,
the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__. 





	 	 	 
	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 




    Exhibit F-2-2


     


    

 


EXHIBIT G


 


FORM OF DISTRIBUTION DATE STATEMENT



See Annex B to the Prospectus 


 




    Exhibit G-1


     


    

 



 


 







	 	 	 	 
		GS Mortgage Securities Trust 2017-GS7
 

                                                

                                               Commercial Mortgage Pass
                                               Through Certificates
 Series
                                               2017-GS7
	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/12/17
	8480 Stagecoach Circle	Record Date:	8/31/17
	Frederick, MD 21701-4747	Determination Date:	9/6/17



	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION DATE STATEMENT	 	 	 
	 	 	 	 	Table of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT
    SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	Distribution Detail	2	 	 	 
	 	 	 	 	Factor Detail	3	 	 	 
	 	 	 	 	Reconciliation Detail	4	 	 	 
	 	 	 	 	Other Required Information	5	 	 	 
	 	 	 	 	Cash Reconciliation Detail	6	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification
    Tables	7 - 9	 	 	 
	 	 	 	 	Mortgage Loan Detail	10	 	 	 
	 	 	 	 	NOI Detail	11	 	 	 
	 	 	 	 	Principal Prepayment Detail	12	 	 	 
	 	 	 	 	Historical Detail	13	 	 	 
	 	 	 	 	Delinquency Loan Detail	14	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	15 - 16	 	 	 
	 	 	 	 	Advance Summary	17	 	 	 
	 	 	 	 	Modified Loan Detail	18	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	19	 	 	 
	 	 	 	 	Historical Bond / Collateral Loss Reconciliation	20	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	21 - 22	 	 	 
	 	 	 	 	Defeased Loan Detail	23	 	 	 
	 	 	 	 	Supplemental Reporting	24	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Depositor	 	 	 	Master
    Servicer	 	 	 	Special
    Servicer	 	 	 	Operating
        Advisor / Asset
                                         



	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Representations Reviewer






	 	 
	 	 	GS
                                         Mortgage Securities Corporation II 
	 	 	 	Wells Fargo Bank, National Association	 	 	 	Rialto Capital Advisors, LLC	 	 	 	Park Bridge Lender Services LLC	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	200 West Street	 	 	 	Three Wells Fargo, MAC D1050-084	 	 	 	730 NW 107th Avenue, Suite 400	 	 	 	600 Third Avenue	 	 
	 	 	New York, NY 10282	 	 	 	401 S. Tryon Street, 8th Floor	 	 	 	Miami, FL 33172	 	 	 	40th Floor	 	 
	 	 	 	 	 	 	Charlotte, NC 28202	 	 	 	 	 	 	 	New York, NY 10016	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Contact:             Leah
    Nivison	 	 	 	Contact:               REAM_InvestorRelations@	 	 	 	Contact:               Thekla Salzman	 	 	 	Contact:               David Rodgers	 	 
	 	 	Phone Number:   (212) 902-1000	 	 	 	                            wellsfargo.com	 	 	 	Phone Number:     (305) 229-6465	 	 	 	Phone Number:     (212) 230-9025	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	This report is compiled by Wells
    Fargo Bank, N.A. from information provided by third parties. Wells Fargo Bank, N.A. has not independently confirmed the accuracy
    of the information.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Please
    visit www.ctslink.com for additional information and if applicable, any special notices and any credit risk retention
    notices. In addition, certificateholders may register online for email notification when special notices are posted. For information
    or assistance please call 866-846-4526.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








  


Page 1 of 24


 







    	 	 	 



     


    

 







	 	 	 	 
		GS Mortgage Securities Trust 2017-GS7


    Commercial Mortgage Pass Through Certificates

    Series 2017-GS7	For Additional Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/12/17
	8480 Stagecoach Circle	Record Date:	8/31/17
	Frederick, MD 21701-4747	Determination Date:	9/6/17






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Distribution
    Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	CUSIP	Pass-Through
 Rate	Original

    Balance	 	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized
    Loss/

    Additional Trust

    Fund Expenses	 	Total

    Distribution	 	Ending

    Balance	 	Current

    Subordination

    Level (1)	 	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-AB	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	H-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	J-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R






	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	CUSIP	Pass-Through
 Rate	Original

    Notional

    Amount	 	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total

    Distribution	 	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance
of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the result by (A).


        
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Page 2 of 24


 



    	 	 	 



     


    

 


	 	 	 	 
		GS Mortgage Securities Trust 2017-GS7


    Commercial Mortgage Pass Through Certificates

    Series 2017-GS7	For Additional Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/12/17
	8480 Stagecoach Circle	Record Date:	8/31/17
	Frederick, MD 21701-4747	Determination Date:	9/6/17




	 	 	 	 	 	 	 	 	 	 
	Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

Balance
	Principal

Distribution
	Interest

Distribution
	Prepayment

Premium
	Realized
Loss/

Additional Trust

Fund Expenses
	Ending

Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-AB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	H-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	J-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R
	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-D	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 


Page 3 of 24


 



    	 	 	 



     


    

 















	 	 	 	 
		GS Mortgage Securities Trust 2017-GS7


    Commercial Mortgage Pass Through Certificates

    Series 2017-GS7	For Additional Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/12/17
	8480 Stagecoach Circle	Record Date:	8/31/17
	Frederick, MD 21701-4747	Determination Date:	9/6/17





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation
    Detail	 	 
	 	 	Principal Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    Principal	 	Unscheduled Principal	 	Principal Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Interest Reconciliation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class/Interest	 	Accrual

    Dates	 	Accrual

    Days	 	Accrued

    Interest	 	Net
    Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

Interest	 	Distributable

    Interest

    Adjustment	 	WAC
    CAP

    Shortfall	 	Interest

Shortfall/(Excess)	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable
 Interest	 	 
	 	 	A-1	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-2	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-3	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-4	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-AB	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-A	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-S	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	C	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	E	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	F-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	G-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	H-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	J-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	Totals	 	 	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


Page 4  of
24


 



    	 	 	 



     


    



 


	 	 	 	 
		GS Mortgage Securities Trust 2017-GS7


    Commercial Mortgage Pass Through Certificates

    Series 2017-GS7	For Additional Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/12/17
	8480 Stagecoach Circle	Record Date:	8/31/17
	Frederick, MD 21701-4747	Determination Date:	9/6/17









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Funds (1)	 	  0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 	 	 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App. Reduction	 	 	 
	 	 	 	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(1)  Available Funds include any Prepayment Premiums.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Page 5  of
24


 



    	 	 	 



     


    




 


	 	 	 	 
		GS Mortgage Securities Trust 2017-GS7


    Commercial Mortgage Pass Through Certificates

    Series 2017-GS7	For Additional Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/12/17
	8480 Stagecoach Circle	Record Date:	8/31/17
	Frederick, MD 21701-4747	Determination Date:	9/6/17








	 	 	 	 	 	 	 	 	 
	 	Cash
    Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Scheduled Interest	0.00	 	 	Master Servicing Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Interest reductions
    due to Nonrecoverability Determinations	0.00	 	 	Trustee Fee - Wilmington Trust, N.A.	0.00	 	 
	 	Interest Adjustments	0.00	 	 	Certificate Administrator Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Deferred Interest	0.00	 	 	CREFC® Intellectual Property Royalty License Fee	0.00	 	 
	 	ARD Interest	0.00	 	 	Operating Advisor Fee - Park Bridge Lender Services LLC	0.00	 	 
	 	Default Interest and
    Late Payment Charges	0.00	 	 	Asset Representations
    Reviewer Fee - Park Bridge Lender Services LLC	0.00	 	 
	 	Net Prepayment Interest
    Shortfall	0.00	 	 	 	 	 
	 	Net Prepayment Interest
    Excess	0.00	 	 	Total Fees	 	0.00	 
	 	Extension Interest	0.00	 	 	 	 	 	 
	 	Interest Reserve Withdrawal	0.00	 	 	Additional Trust
    Fund Expenses:	 	 	 
	 	Total Interest
    Collected	 	0.00	 	Reimbursement for
    Interest on Advances	0.00	 	 
	 	 	 	 	 	ASER Amount	0.00	 	 
	 	Principal:	 	 	 	Special Servicing
    Fee	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Attorney Fees &
    Expenses	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Taxes Imposed on Trust
    Fund	0.00	 	 
	 	Collection of Principal
    after Maturity Date	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Recoveries from Liquidation
    and Insurance Proceeds	0.00	 	 	Workout-Delayed Reimbursement
    Amounts	0.00	 	 
	 	Excess of Prior Principal
    Amounts paid	0.00	 	 	Other Expenses	0.00	 	 
	 	Curtailments	0.00	 	 	Total Additional
    Trust Fund Expenses	 	0.00	 
	 	Negative Amortization	0.00	 	 	 	 	 	 
	 	Principal Adjustments	0.00	 	 	 	 	 	 
	 	Total Principal
    Collected	 	0.00	 	Interest Reserve
    Deposit	 	0.00	 
	 	 	 	 	 	 	 	 	 
	 	Other:	 	 	 	Payments to Certificateholders
    & Others:	 	 	 
	 	Prepayment Penalties/Yield
    Maintenance Charges	0.00	 	 	Interest Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Principal Distribution	0.00	 	 
	 	Borrower Option Extension
    Fees	0.00	 	 	Prepayment Penalties/Yield
    Maintenance Charges	0.00	 	 
	 	Excess Liquidation
    Proceeds	0.00	 	 	Borrower Option Extension
    Fees	0.00	 	 
	 	Net Swap Counterparty
    Payments Received	0.00	 	 	Net Swap Counterparty
    Payments Received	0.00	 	 
	 	Total Other Collected	 	0.00	 	Total Payments
    to Certificateholders & Others	 	0.00	 
	 	Total Funds Collected	 	0.00	 	Total Funds Distributed	 	0.00	 
	 	 	 	 	 	 	 	 	 






 


Page 6 of 24


 



    	 	 	 



     


    



 



	 	 	 	 
		GS Mortgage Securities Trust 2017-GS7


    Commercial Mortgage Pass Through Certificates

    Series 2017-GS7	For Additional Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/12/17
	8480 Stagecoach Circle	Record Date:	8/31/17
	Frederick, MD 21701-4747	Determination Date:	9/6/17



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled Balance	 	State   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled

    Balance	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	State	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See footnotes
    on last page of this section.	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


Page 7 of 24


 



    	 	 	 



     


    
 


	 	 	 	 
		GS Mortgage Securities Trust 2017-GS7


    Commercial Mortgage Pass Through Certificates

    Series 2017-GS7	For Additional Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/12/17
	8480 Stagecoach Circle	Record Date:	8/31/17
	Frederick, MD 21701-4747	Determination Date:	9/6/17







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt Service Coverage Ratio	 	Property Type   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service

    Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See footnotes on last page
    of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Page  8 of
24


 



    	 	 	 



     


    

 



	 	 	 	 
		GS Mortgage Securities Trust 2017-GS7


    Commercial Mortgage Pass Through Certificates

    Series 2017-GS7	For Additional Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/12/17
	8480 Stagecoach Circle	Record Date:	8/31/17
	Frederick, MD 21701-4747	Determination Date:	9/6/17




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Anticipated
    Remaining Term (ARD and Balloon Loans)	 	Remaining
    Stated Term (Fully Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Anticipated
    Remaining

    Term (2)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    (2)	WAC	Weighted

    Avg DSCR (1)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining Amortization Term (ARD and Balloon Loans)	 	Age of Most Recent
NOI	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM (2)	WAC	Weighted

    Avg DSCR (1)	 	Age
    of Most 

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	





(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become
available from borrowers on an asset level. In all cases the most current DSCR provided by the Servicer is used. To the extent that
no DSCR is provided by the Servicer, information from the offering document is used. The Trustee makes no representations as to
the accuracy of the data provided by the borrower for this calculation.





	 
	 	(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the Maturity Date.	 
	 	(3) Data in this table was calculated by allocating pro-rata the
        current loan information to the properties based upon the Cut-Off Date balance of each property as disclosed in the
        offering document. The Scheduled Balance Totals reflect the aggregate balances of all pooled loans as reported in the CREFC
        Loan Periodic Update File. To the extent that the Scheduled Balance Total figure for the “State” and
        “Property” stratification tables is not equal to the sum of the scheduled balance figures for each state or
        property, the difference is explained by loans that have been modified into a split loan structure. The “State”
        and “Property” stratification tables do not include the balance of the subordinate note (sometimes called the
        B-piece or a “hope note”) of a loan that has been modified into a split-loan structure. Rather, the scheduled
        balance for each state or property only reflects the balance of the senior note (sometimes called the A-piece) of a loan that
        has been modified into a split-loan structure.	 
	 	Note: There are no Hyper-Amortization
    Loans included in the Mortgage Pool.	 
	 	 	 	 	 


 


Page 9 of 24


 



    	 	 	 



     


    

 


	 	 	 	 
		GS Mortgage Securities Trust 2017-GS7


    Commercial Mortgage Pass Through Certificates

    Series 2017-GS7	For Additional Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/12/17
	8480 Stagecoach Circle	Record Date:	8/31/17
	Frederick, MD 21701-4747	Determination Date:	9/6/17




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage
    Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3)
    Modification Code	 
	 	MF
    	-	Multi-Family	SS	-	Self Storage	1	-	Modification	7	-	REO	11	-	Full Payoff	1	-	Maturity Date Extension	6	-	Capitalization
    on Interest	 
	 	RT
    	-	Retail	98 	-	Other	2 	-	Foreclosure	8	-	Resolved	12	-	Reps and Warranties	2	-	Amortization Change	7	-	Capitalization
    on Taxes	 
	 	HC	-	Health Care	SE	-	Securities	3	-	Bankruptcy	9	-	Pending Return	13	-	TBD	3	-	Principal Write-Off	8	-	Other	 
	 	IN  	-	Industrial	CH	-	Cooperative Housing	4	-	Extension	 	 	   to Master Servicer	98	-	Other	4	-	Blank	9	-	Combination	 
	 	MH	-	Mobile Home Park	WH	-	Warehouse	5	-	Note Sale	10	-	Deed in Lieu Of	 	 	 	5	-	Temporary Rate Reduction	10	-	Forbearance	 
	 	OF
    	-	Office	ZZ	-	Missing Information	6	-	DPO	 	 	   Foreclosure	 	 	 	 	 	 	 	 	 	 
	 	MU	-	Mixed Use	SF	-	Single Family	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	LO
    	-	Lodging	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


Page 10 of 24


 



    	 	 	 



     


    

 


	 	 	 	 
		GS Mortgage Securities Trust 2017-GS7


    Commercial Mortgage Pass Through Certificates

    Series 2017-GS7	For Additional Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/12/17
	8480 Stagecoach Circle	Record Date:	8/31/17
	Frederick, MD 21701-4747	Determination Date:	9/6/17






	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI (1)	Most

    Recent

    NOI (1)	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	(1) The Most Recent Fiscal NOI and Most Recent NOI fields correspond to the financial data reported by the Master Servicer. An NOI of 0.00 means the Master Servicer did not report NOI figures in their loan level reporting.
	 	 	 	 	 	 	 	 	 	 	 	 


 


Page 11 of 24


 



    	 	 	 



     


    


 










	 	 	 	 
		GS Mortgage Securities Trust 2017-GS7


    Commercial Mortgage Pass Through Certificates

    Series 2017-GS7	For Additional Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/12/17
	8480 Stagecoach Circle	Record Date:	8/31/17
	Frederick, MD 21701-4747	Determination Date:	9/6/17







	 	 	 	 	 	 	 	 	 
	 	Principal Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan Number	Loan Group	Offering
    Document	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Cross-Reference	Payoff
    Amount	Curtailment
    Amount	Prepayment
    Premium	Yield
    Maintenance Charge	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


Page 12 of 24


 



    	 	 	 



     


    


 





	 	 	 	 
		GS Mortgage Securities Trust 2017-GS7


    Commercial Mortgage Pass Through Certificates

    Series 2017-GS7	For Additional Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/12/17
	8480 Stagecoach Circle	Record Date:	8/31/17
	Frederick, MD 21701-4747	Determination Date:	9/6/17







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	 	 
	 	Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Amount	#	Amount	Coupon	Remit	WAM	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals are excluded from the
    delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


Page 13 of 24


 



    	 	 	 



     


    


 





	 	 	 	 
		GS Mortgage Securities Trust 2017-GS7


    Commercial Mortgage Pass Through Certificates

    Series 2017-GS7	For Additional Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/12/17
	8480 Stagecoach Circle	Record Date:	8/31/17
	Frederick, MD 21701-4747	Determination Date:	9/6/17







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of
 Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A	-	Payment Not Received	0	-   Current	4	-	Performing Matured Balloon



	1	-	Modification	7	-	REO	11	-	Full Payoff	 	 
	 	 	 	 	But Still in Grace Period	1	-   30-59 Days Delinquent	5	-	Non
                                  Performing Matured Balloon 



	2 	-	Foreclosure	8	-	Resolved	12	-	Reps and Warranties	 	 
	 	 	 	 	Or Not Yet Due	2	-   60-89 Days Delinquent	6	-	121+ Days Delinquent	3 	-	Bankruptcy	9	-	Pending Return	13	-	TBD	 	 
	 	 	B	-	Late Payment But Less	3	-   90-120 Days Delinquent	 	 	 	4 	-	Extension	 		  to Master Servicer	98	-	Other	 	 
	 	 	 	 	Than 30 Days
    Delinquent	 	 	 	 	 	5 	-	Note Sale	10 	-	Deed In Lieu Of				 	 
	 	 	 	 	 	 	 	 	 	 	6	-	DPO	 	 	Foreclosure

	 	 	 	 	 
	 	 	** Outstanding
    P & I Advances include the current period advance.	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Page 14 of 24


 



    	 	 	 



     


    


 





	 	 	 	 
		GS Mortgage Securities Trust 2017-GS7


    Commercial Mortgage Pass Through Certificates

    Series 2017-GS7	For Additional Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/12/17
	8480 Stagecoach Circle	Record Date:	8/31/17
	Frederick, MD 21701-4747	Determination Date:	9/6/17







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	 	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	DSCR

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Resolution Strategy Code	(2) Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	  -   Modification	7	-	REO	11	-	Full Payoff	MF	-	 Multi-Family	SS	-	Self Storage	 
	 	2	  -   Foreclosure	8	-	Resolved	12	-	Reps and Warranties	RT	-	 Retail	98	-	Other	 
	 	3	  -   Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	 Health Care	SE	-	Securities	 
	 	4	  -   Extension			to Master Servicer	98	-	Other	IN	-	 Industrial	CH	-	Cooperative Housing	 
	 	5	  -   Note Sale	10	-	Deed in Lieu Of	 			MH	-	 Mobile Home Park	WH	-	Warehouse	 
	 	6	  -   DPO	 	 	Foreclosure	 	 	 	OF	-	Office	ZZ	-	Missing Information	 
	 	 	 	 	 	 	 	 	 	MU	-	Mixed Use	SF	-	Single Family	 
	 	 	 	 	 	 	 	 	 	LO	-	Lodging	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Page 15 of 24


 



    	 	 	 



     


    


 





	 	 	 	 
		GS Mortgage Securities Trust 2017-GS7


    Commercial Mortgage Pass Through Certificates

    Series 2017-GS7	For Additional Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/12/17
	8480 Stagecoach Circle	Record Date:	8/31/17
	Frederick, MD 21701-4747	Determination Date:	9/6/17






	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially
    Serviced Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	 	Offering

    Document

    Cross-Reference	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	Phase 1 Date
	Appraisal
Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment
    from Special Servicer	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Resolution Strategy Code	(2) Property Type Code          	 
	 	1	 -   Modification	7	-	REO	11	-	Full Payoff	MF	-	 Multi-Family	SS	-	Self Storage	 
	 	2	 -   Foreclosure	8	-	Resolved	12	-	Reps and Warranties	RT	-	 Retail	98	-	Other	 
	 	3	 -   Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	 Health Care	SE	-	Securities	 
	 	4	 -   Extension			to Master Servicer	98	-	Other	IN	-	 Industrial	CH	-	Cooperative Housing	 
	 	5	 -   Note Sale	10	-	Deed in Lieu Of	 			MH	-	 Mobile Home Park	WH	-	Warehouse	 
	 	6	 -   DPO	 	 	Foreclosure	 	 	 	OF	-	Office	ZZ	-	Missing Information	 
	 	 	 	 	 	 	 	 	 	MU	-	Mixed Use	SF	-	Single Family	 
	 	 	 	 	 	 	 	 	 	LO	-	Lodging	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


Page 16 of 24


 



    	 	 	 



     


    


 





	 	 	 	 
		GS Mortgage Securities Trust 2017-GS7


    Commercial Mortgage Pass Through Certificates

    Series 2017-GS7	For Additional Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/12/17
	8480 Stagecoach Circle	Record Date:	8/31/17
	Frederick, MD 21701-4747	Determination Date:	9/6/17






	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	 	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


Page 17 of 24


 



    	 	 	 



     


    


 





	 	 	 	 
		GS Mortgage Securities Trust 2017-GS7


    Commercial Mortgage Pass Through Certificates

    Series 2017-GS7	For Additional Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/12/17
	8480 Stagecoach Circle	Record Date:	8/31/17
	Frederick, MD 21701-4747	Determination Date:	9/6/17







	 	 	 	 	 	 	 	 	 	 
	 	Modified Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


Page 18 of 24


 



    	 	 	 



     


    


 





	 	 	 	 
		GS Mortgage Securities Trust 2017-GS7


    Commercial Mortgage Pass Through Certificates

    Series 2017-GS7	For Additional Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/12/17
	8480 Stagecoach Circle	Record Date:	8/31/17
	Frederick, MD 21701-4747	Determination Date:	9/6/17







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Liquidated
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Page  19 of
24


 



    	 	 	 



     


    



 





	 	 	 	 
		GS Mortgage Securities Trust 2017-GS7


    Commercial Mortgage Pass Through Certificates

    Series 2017-GS7	For Additional Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/12/17
	8480 Stagecoach Circle	Record Date:	8/31/17
	Frederick, MD 21701-4747	Determination Date:	9/6/17













	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Bond/Collateral
    Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Page 20 of 24


 



    	 	 	 



     


    


 





	 	 	 	 
		GS Mortgage Securities Trust 2017-GS7


    Commercial Mortgage Pass Through Certificates

    Series 2017-GS7	For Additional Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/12/17
	8480 Stagecoach Circle	Record Date:	8/31/17
	Frederick, MD 21701-4747	Determination Date:	9/6/17







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-

Reference	 	 	Stated

    Principal

    Balance at

    Contribution	 	 	Current

    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	 	Work
    Out
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Page 21 of 24


 



    	 	 	 



     


    


 





	 	 	 	 
		GS Mortgage Securities Trust 2017-GS7


    Commercial Mortgage Pass Through Certificates

    Series 2017-GS7	For Additional Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/12/17
	8480 Stagecoach Circle	Record Date:	8/31/17
	Frederick, MD 21701-4747	Determination Date:	9/6/17







	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	Other
    (Shortfalls)/

    Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total Interest
    Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


Page 22 of 24


 



    	 	 	 



     


    

 





	 	 	 	 
		GS Mortgage Securities Trust 2017-GS7


    Commercial Mortgage Pass Through Certificates

    Series 2017-GS7	For Additional Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/12/17
	8480 Stagecoach Circle	Record Date:	8/31/17
	Frederick, MD 21701-4747	Determination Date:	9/6/17







	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Defeased
    Loan Detail
	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering
    Document

    Cross-Reference	Ending
    Scheduled

    Balance	Maturity
    Date	Note
    Rate	Defeasance
    Status	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 









 


Page 23 of 24


 



    	 	 	 



     


    
 





	 	 	 	 
		GS Mortgage Securities Trust 2017-GS7


    Commercial Mortgage Pass Through Certificates

    Series 2017-GS7	For Additional Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	9/12/17
	8480 Stagecoach Circle	Record Date:	8/31/17
	Frederick, MD 21701-4747	Determination Date:	9/6/17






	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Risk
Retention


 

Pursuant
to the PSA and the Credit Risk Retention Agreement, the Certificate Administrator has made available on www.ctslink.com, specifically
under the “Risk Retention Compliance” tab for the GSMS 2017-GS7 transaction, certain Information provided to the Certificate
Administrator regarding compliance with the Credit Risk Retention Rules. Investors should refer to the Certificate Administrator’s
website for all such information. 




	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 


Page 24 of 24


 




    	 	 	 



     


    


 




 


EXHIBIT H


 


SUPPLEMENTAL SERVICER SCHEDULE


 




    Exhibit H-1


     


    

 



 


 


GS7


 


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	ABOOYZ	GSMC	1999
    Avenue of the Stars	1999
    Stars, LLC	Office	$137,260,000	4/10/2017	0	0	JMB
    Realty Corporation	No
	2	6,
    7, 8, 9, 10	148123	GSMC	Long
    Island Prime Portfolio - Uniondale	333
    Earle Ovington Boulevard SPE LLC and Rexcorp Plaza SPE LLC	 	$85,000,000	6/6/2017	0	0	RXR
    Properties Holdings LLC	No
	2.01	 	148123	GSMC	RXR
    Plaza	 	Office	 	 	 	 	 	 
	2.02	 	148123	GSMC	Omni	 	Office	 	 	 	 	 	 
	3	11	7X0PB8	GSMC	Lafayette
    Centre	LCPC
    Lafayette Property LLC	Office	$80,250,000	2/21/2017	0	0	None	No
	4	12,
    13	177043	GSMC	Loma
    Linda	WI
    Loma Linda, LLC	Office	$80,000,000	6/28/2017	0	0	Easterly
    Government Properties LP	No
	5	14	147425	GSMC	Long
    Island Prime Portfolio - Melville	48
    S. Service Road SPE LLC and 58/68 S. Service Road SPE LLC	 	$72,300,000	6/6/2017	0	0	RXR
    Properties Holdings LLC	No
	5.01	 	147425	GSMC	68
    South Service Road	 	Office	 	 	 	 	 	 
	5.02	 	147425	GSMC	58
    South Service Road	 	Office	 	 	 	 	 	 
	5.03	 	147425	GSMC	48
    South Service Road	 	Office	 	 	 	 	 	 
	6	15	19346052	GSMC	Marriott
    Quorum	Quorum
    Hospitality, LLC	Hospitality	$62,999,000	6/14/2017	360	359	Deason
    Capital Services, LLC	No
	7	16	165243	GSMC	5-15
    West 125th Street	CA
    5-15 West 125th LLC	Mixed
    Use	$59,000,000	5/24/2017	0	0	Harry
    Adjmi and Robert Cayre	No
	8	17	19540745	GSMC	Petco
    Corporate Headquarters	FidoCo
    Property LLC	Office	$41,000,000	7/14/2017	0	0	USRA
    Net Lease II Capital Corp.	No
	9	18	157723	GSMC	Olympic
    Tower	OT
    Real Estate Owner LLC	Mixed
    Use	$40,000,000	5/1/2017	0	0	OPG
    Investment Holdings (US), LLC, Crown Retail Services LLC, Centurian Management Corporation and Crown 600 Broadway LLC	No
	10	 	19550775	GSMC	Pi’ilani
    Village	KP
    Hawaii I, LLC	Retail	$37,500,000	7/19/2017	0	0	New
    Russell Holding LLC	No
	11	12,
    19	19511323	GSMC	90
    Fifth Avenue	90
    Fifth Owner, LLC	Mixed
    Use	$37,000,000	7/6/2017	0	0	Aby
    Rosen and Michael Fuchs	No
	12	12,
    20, 21	19742496	GSMC	Marriott
    Grand Cayman	LR
    (Cayman Hotel) Limited	Hospitality	$35,000,000	6/20/2017	360	359	London
    & Regional Group Holdings Limited	No
	13	 	169345	GSMC	Fountain
    Lake	Fountain
    Lake Apartments LLC	Multifamily	$30,000,000	4/24/2017	360	360	Beachwold
    Partners, L.P. and Gideon Z. Friedman	No
	14	22	19365863	GSMC	Margaritaville
    Lake of the Ozarks	Tan
    Tar A State Road, LLC	Hospitality	$26,250,000	6/29/2017	360	359	Carlos
    J. Rodriguez, David Buddemeyer and Driftwood Acquisition & Development L.P.	No
	15	 	169344	GSMC	Sienna
    Bay	BW
    Sienna Bay LLC	Multifamily	$24,250,000	4/24/2017	360	360	Beachwold
    Partners, L.P. and Gideon Z. Friedman	No
	16	 	19511324	GSMC	Heritage
    Square	Heritage
    Square Ventures, LLC	Retail	$24,000,000	7/6/2017	360	360	Nathaniel
    A. Tower	No
	17	10,
    23	AB01AK	GSMC	Shops
    at Boardman	WAOP
    Properties, LLC and The Shops at Boardman Park Properties, LLC	Retail	$23,000,000	6/1/2017	360	360	David
    L. Handel	No
	18	24	3CIEO5	GSMC	One
    West 34th Street	Jacob’s
    First, LLC	Mixed
    Use	$20,000,000	3/15/2017	0	0	Lloyd
    Goldman and Stanley Chera	No
	19	25	AB0092	GSMC	CH2M
    Global Headquarters	AGNL
    Engineering, L.L.C.	Office	$20,000,000	3/16/2017	360	360	AG
    Net Lease III (SO) Corp. and AG Net Lease III Corp.	No
	20	26	19291179	GSMC	Balcones
    Woods Shopping Center	Balcones-Wilshire
    LLC	Retail	$19,800,000	6/1/2017	360	358	Kamran
    Farhadi	No
	21	 	19440748	GSMC	Guernsey
    Crossing	Guernsey
    Crossing LLC	Retail	$17,500,000	7/14/2017	360	360	Charles
    Townsend	No
	22	 	19742495	GSMC	Spring
    Prairie	TKG
    Spring Prairie Development Three, L.L.C.	Retail	$15,300,000	7/28/2017	360	360	E.
    Stanley Kroenke	No
	23	 	19511322	GSMC	Willow
    Bend Apartments	W.B.
    Apartments Limited Partners LLC	Multifamily	$14,800,000	7/6/2017	360	360	Michael
    G. Tombari and Kenneth L. Hatfield	No
	24	27	167868	GSMC	Greenville
    Avenue	7515
    Greenville Properties, Ltd.	Office	$14,000,000	5/16/2017	360	358	Kamyar
    Mateen	No
	25	 	172843	GSMC	Adelanto
    Market Plaza	Adelanto
    Market Plaza II, LLC	Retail	$12,000,000	6/2/2017	360	360	Walt
    Ordemann and Robert E. Sarafan	No
	26	28,
    29	AB01GR	GSMC	Raymond
    James Financial Center	Auburn
    Newco, LLC	Office	$11,250,000	5/18/2017	360	358	Matthew
    J. Farrell	No
	27	 	AB00R1	GSMC	Laguna
    Seca	FS
    Laguna Seca I LLC	Retail	$11,000,000	5/8/2017	0	0	Mark
    F. Simens	No
	28	30,
    31	19558810	GSMC	Discovery
    Plaza	Discovery
    Plaza Retail Partners, LLC	Retail	$11,000,000	7/25/2017	360	360	John
    P. Walsh and John P. Walsh, as Trustee of the Walsh Trust dated August 6, 1998	No
	29	 	170664	GSMC	Quail
    Plaza	Quail
    Plaza Partners, LLC	Retail	$5,500,000	6/2/2017	360	360	David
    Goldberg and Michael J. Bushell	No
	30	 	19346051	GSMC	Erindale
    Square	Erindale
    Square Properties, Ltd.	Retail	$5,360,000	6/14/2017	360	360	Kamyar
    Mateen	No
	31	 	168825	GSMC	Echelon	CPF
    Senior Living - Echelon, LLC	Multifamily	$5,000,000	6/23/2017	360	360	CPF
    Senior Living Holdings, LLC	No
	32	 	175183	GSMC	Towne
    Centre Offices	Towne
    Centre Offices, LP	Office	$4,550,000	7/27/2017	360	360	L&M
    Associates	No



 


     


     

    
 


	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	ABOOYZ	GSMC	1999
    Avenue of the Stars	$0	$0	$0	$0	$0	$0	$0	$0
	2	6,
    7, 8, 9, 10	148123	GSMC	Long
    Island Prime Portfolio - Uniondale	$2,049,623	$906,920	$0	$0	$0	$33,207	$0	$3,350,000
	2.01	 	148123	GSMC	RXR
    Plaza	 	 	 	 	 	 	 	 
	2.02	 	148123	GSMC	Omni	 	 	 	 	 	 	 	 
	3	11	7X0PB8	GSMC	Lafayette
    Centre	$0	$0	$0	$0	$0	$0	$0	$0
	4	12,
    13	177043	GSMC	Loma
    Linda	$0	$0	$0	$0	$0	$0	$0	$0
	5	14	147425	GSMC	Long
    Island Prime Portfolio - Melville	$537,224	$268,612	$0	$0	$0	$14,871	$0	$4,200,000
	5.01	 	147425	GSMC	68
    South Service Road	 	 	 	 	 	 	 	 
	5.02	 	147425	GSMC	58
    South Service Road	 	 	 	 	 	 	 	 
	5.03	 	147425	GSMC	48
    South Service Road	 	 	 	 	 	 	 	 
	6	15	19346052	GSMC	Marriott
    Quorum	$475,853	$79,309	$52,243	$10,449	$0	$65,691	$0	$0
	7	16	165243	GSMC	5-15
    West 125th Street	$0	$0	$0	$0	$0	$0	$61,203	$0
	8	17	19540745	GSMC	Petco
    Corporate Headquarters	$0	$0	$0	$0	$0	$0	$0	$0
	9	18	157723	GSMC	Olympic
    Tower	$0	$0	$298,431	$0	$25,989,597	$0	$0	$21,357,936
	10	 	19550775	GSMC	Pi’ilani
    Village	$21,582	$21,582	$0	$0	$0	$1,437	$0	$0
	11	12,
    19	19511323	GSMC	90
    Fifth Avenue	$0	$0	$0	$0	$0	$0	$0	$0
	12	12,
    20, 21	19742496	GSMC	Marriott
    Grand Cayman	$0	$0	$261,287	$129,397	$0	$0	$0	$0
	13	 	169345	GSMC	Fountain
    Lake	$66,429	$22,143	$0	$0	$0	$5,854	$0	$0
	14	22	19365863	GSMC	Margaritaville
    Lake of the Ozarks	$233,346	$29,168	$0	$0	$0	$82,758	$0	$0
	15	 	169344	GSMC	Sienna
    Bay	$116,104	$38,701	$0	$0	$0	$5,750	$0	$0
	16	 	19511324	GSMC	Heritage
    Square	$157,611	$52,537	$0	$0	$0	$2,347	$0	$0
	17	10,
    23	AB01AK	GSMC	Shops
    at Boardman	$269,269	$53,854	$39,875	$6,646	$0	$5,788	$0	$500,000
	18	24	3CIEO5	GSMC	One
    West 34th Street	$315,500	$315,500	$0	$0	$0	$7,390	$266,036	$0
	19	25	AB0092	GSMC	CH2M
    Global Headquarters	$0	$0	$0	$0	$0	$0	$111,146	$0
	20	26	19291179	GSMC	Balcones
    Woods Shopping Center	$248,551	$41,425	$45,625	$3,802	$0	$2,075	$0	$100,000
	21	 	19440748	GSMC	Guernsey
    Crossing	$66,210	$33,105	$0	$0	$0	$0	$0	$250,000
	22	 	19742495	GSMC	Spring
    Prairie	$0	$0	$0	$0	$0	$988	$0	$0
	23	 	19511322	GSMC	Willow
    Bend Apartments	$148,830	$21,261	$0	$0	$0	$8,325	$0	$0
	24	27	167868	GSMC	Greenville
    Avenue	$103,398	$17,233	$0	$0	$180,000	$24,287	$0	$400,000
	25	 	172843	GSMC	Adelanto
    Market Plaza	$28,379	$9,460	$0	$0	$0	$521	$0	$150,000
	26	28,
    29	AB01GR	GSMC	Raymond
    James Financial Center	$148,707	$14,766	$0	$0	$200,000	$0	$200,000	$400,000
	27	 	AB00R1	GSMC	Laguna
    Seca	$23,032	$11,516	$0	$0	$0	$1,955	$0	$0
	28	30,
    31	19558810	GSMC	Discovery
    Plaza	$90,963	$18,193	$0	$0	$55,000	$0	$55,000	$200,000
	29	 	170664	GSMC	Quail
    Plaza	$14,192	$4,731	$0	$0	$0	$611	$0	$0
	30	 	19346051	GSMC	Erindale
    Square	$15,585	$3,896	$0	$0	$0	$1,726	$0	$0
	31	 	168825	GSMC	Echelon	$16,658	$3,332	$0	$0	$0	$2,900	$0	$0
	32	 	175183	GSMC	Towne
    Centre Offices	$0	$15,076	$0	$0	$0	$1,553	$0	$0



 


     


     

    
 


	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	ABOOYZ	GSMC	1999
    Avenue of the Stars	$0	$0	$0	$0	$0	$0	$0	$0
	2	6,
    7, 8, 9, 10	148123	GSMC	Long
    Island Prime Portfolio - Uniondale	$199,244	$0	$0	$0	$0	$55,603	$0	$0
	2.01	 	148123	GSMC	RXR
    Plaza	 	 	 	 	 	 	 	 
	2.02	 	148123	GSMC	Omni	 	 	 	 	 	 	 	 
	3	11	7X0PB8	GSMC	Lafayette
    Centre	$0	$0	$0	$0	$0	$0	$0	$0
	4	12,
    13	177043	GSMC	Loma
    Linda	$0	$0	$0	$0	$0	$0	$0	$0
	5	14	147425	GSMC	Long
    Island Prime Portfolio - Melville	$89,229	$0	$0	$0	$0	$0	$0	$0
	5.01	 	147425	GSMC	68
    South Service Road	 	 	 	 	 	 	 	 
	5.02	 	147425	GSMC	58
    South Service Road	 	 	 	 	 	 	 	 
	5.03	 	147425	GSMC	48
    South Service Road	 	 	 	 	 	 	 	 
	6	15	19346052	GSMC	Marriott
    Quorum	$0	$0	$0	$0	$0	$0	$0	$0
	7	16	165243	GSMC	5-15
    West 125th Street	$0	$0	$0	$0	$0	$0	$0	$0
	8	17	19540745	GSMC	Petco
    Corporate Headquarters	$0	$0	$0	$0	$0	$0	$0	$0
	9	18	157723	GSMC	Olympic
    Tower	$0	$0	$0	$0	$0	$0	$0	$0
	10	 	19550775	GSMC	Pi’ilani
    Village	$5,526	$200,000	$0	$0	$0	$0	$0	$0
	11	12,
    19	19511323	GSMC	90
    Fifth Avenue	$0	$0	$0	$0	$0	$0	$0	$0
	12	12,
    20, 21	19742496	GSMC	Marriott
    Grand Cayman	$0	$0	$0	$0	$0	$0	$0	$0
	13	 	169345	GSMC	Fountain
    Lake	$0	$0	$0	$0	$132,275	$0	$0	$0
	14	22	19365863	GSMC	Margaritaville
    Lake of the Ozarks	$0	$0	$0	$0	$0	$0	$0	$0
	15	 	169344	GSMC	Sienna
    Bay	$0	$0	$0	$0	$5,225	$0	$0	$0
	16	 	19511324	GSMC	Heritage
    Square	$11,667	$560,000	$0	$0	$0	$0	$0	$0
	17	10,
    23	AB01AK	GSMC	Shops
    at Boardman	$20,833	$750,000	$0	$0	$0	$0	$0	$0
	18	24	3CIEO5	GSMC	One
    West 34th Street	$52,785	$1,900,260	$0	$0	$366,740	$0	$0	$0
	19	25	AB0092	GSMC	CH2M
    Global Headquarters	$0	$0	$0	$0	$0	$0	$0	$0
	20	26	19291179	GSMC	Balcones
    Woods Shopping Center	$17,000	$300,000	$0	$0	$79,293	$0	$0	$0
	21	 	19440748	GSMC	Guernsey
    Crossing	$8,333	$600,000	$0	$0	$0	$0	$0	$0
	22	 	19742495	GSMC	Spring
    Prairie	$6,250	$200,000	$0	$0	$0	$0	$0	$0
	23	 	19511322	GSMC	Willow
    Bend Apartments	$0	$0	$0	$0	$36,890	$0	$0	$0
	24	27	167868	GSMC	Greenville
    Avenue	$0	$400,000	$0	$0	$665,000	$0	$0	$0
	25	 	172843	GSMC	Adelanto
    Market Plaza	$2,604	$250,000	$0	$0	$0	$0	$0	$0
	26	28,
    29	AB01GR	GSMC	Raymond
    James Financial Center	$0	$400,000	$0	$0	$0	$0	$0	$0
	27	 	AB00R1	GSMC	Laguna
    Seca	$0	$0	$0	$0	$0	$0	$0	$0
	28	30,
    31	19558810	GSMC	Discovery
    Plaza	$0	$200,000	$0	$0	$76,500	$0	$0	$0
	29	 	170664	GSMC	Quail
    Plaza	$2,210	$132,575	$0	$0	$7,150	$0	$0	$0
	30	 	19346051	GSMC	Erindale
    Square	$8,631	$0	$0	$0	$4,070	$0	$0	$0
	31	 	168825	GSMC	Echelon	$0	$0	$0	$0	$67,276	$0	$0	$0
	32	 	175183	GSMC	Towne
    Centre Offices	$5,823	$0	$0	$0	$361,800	$0	$0	$0



 


     


     

    
 


	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 
	1	4,
    5	ABOOYZ	GSMC	1999
    Avenue of the Stars	$18,780,974	$0	Unfunded
    Obligations Reserve	0	0	No	No	No
	2	6,
    7, 8, 9, 10	148123	GSMC	Long
    Island Prime Portfolio - Uniondale	$11,709,150	$0	Unfunded
    Obligations Reserve ($11,598,910.73), Ground Rent Reserve ($110,239.50)	0	5
    days grace, once per calendar year	No	No	Yes
	2.01	 	148123	GSMC	RXR
    Plaza	 	 	 	 	 	No	No	Yes
	2.02	 	148123	GSMC	Omni	 	 	 	 	 	No	No	Yes
	3	11	7X0PB8	GSMC	Lafayette
    Centre	$3,572,450	$0	Unfunded
    Obligations Reserve	0	0	No	No	No
	4	12,
    13	177043	GSMC	Loma
    Linda	$0	$0	 	0	0	No	No	No
	5	14	147425	GSMC	Long
    Island Prime Portfolio - Melville	$2,903,067	$0	Unfunded
    Obligations Reserve	0	5
    days grace, once per calendar year	No	No	Yes
	5.01	 	147425	GSMC	68
    South Service Road	 	 	 	 	 	No	No	Yes
	5.02	 	147425	GSMC	58
    South Service Road	 	 	 	 	 	No	No	Yes
	5.03	 	147425	GSMC	48
    South Service Road	 	 	 	 	 	No	No	Yes
	6	15	19346052	GSMC	Marriott
    Quorum	$7,662,521	$0	PIP
    Reserve	0	0	No	No	No
	7	16	165243	GSMC	5-15
    West 125th Street	$10,000,000	$0	Earnout
    Reserve	0	0	No	No	No
	8	17	19540745	GSMC	Petco
    Corporate Headquarters	$605,000	$0	Rental
    Escrow Reserve	0	0	No	No	No
	9	18	157723	GSMC	Olympic
    Tower	$13,997,581	$153,680	Free
    Rent Reserve ($11,843,236), Upfront Ground Rent Reserve ($2,154,345), Monthly Ground Rent Reserve ($153,680)	0	3
    days grace, once per trailing 12-month period	No	No	No
	10	 	19550775	GSMC	Pi’ilani
    Village	$150,000	$0	Unfunded
    Obligations Reserve	0	0	No	No	No
	11	12,
    19	19511323	GSMC	90
    Fifth Avenue	$5,352,756	$0	Unfunded
    Obligations Reserve	0	0	No	No	No
	12	12,
    20, 21	19742496	GSMC	Marriott
    Grand Cayman	$1,085,464	$0	Seasonality
    Reserve	5
    days grace, other than the payment due on the Maturity Date	5
    days grace, other than the payment due on the Maturity Date	No	No	No
	13	 	169345	GSMC	Fountain
    Lake	$0	$0	 	0	0	No	No	No
	14	22	19365863	GSMC	Margaritaville
    Lake of the Ozarks	$10,964,896	$0	PIP
    Reserve ($8,194,590), Capital Improvement Reserve ($2,000,000), Seasonality Reserve ($770,306)	0	0	No	No	Yes
	15	 	169344	GSMC	Sienna
    Bay	$0	$0	 	0	0	No	No	No
	16	 	19511324	GSMC	Heritage
    Square	$1,113,494	$0	Unfunded
    Obligations Reserve	0	0	No	No	No
	17	10,
    23	AB01AK	GSMC	Shops
    at Boardman	$0	$0	 	0	5
    days grace, one time during the term of the loan, other than the payment due on the Maturity Date	No	No	No
	18	24	3CIEO5	GSMC	One
    West 34th Street	$0	$0	 	0	5	No	No	No
	19	25	AB0092	GSMC	CH2M
    Global Headquarters	$7,945,478	$0	Unpaid
    Tenant Improvements ($6,695,091.09), Free Rent ($1,250,386.88)	0	0	No	No	No
	20	26	19291179	GSMC	Balcones
    Woods Shopping Center	$0	$0	 	0	0	No	No	No
	21	 	19440748	GSMC	Guernsey
    Crossing	$336,808	$0	Unfunded
    Obligations Reserve	0	0	No	No	No
	22	 	19742495	GSMC	Spring
    Prairie	$0	$0	 	0	0	No	No	Yes
	23	 	19511322	GSMC	Willow
    Bend Apartments	$0	$0	 	0	0	No	No	No
	24	27	167868	GSMC	Greenville
    Avenue	$135,786	$0	Unfunded
    Obligations Reserve	0	0	No	No	No
	25	 	172843	GSMC	Adelanto
    Market Plaza	$0	$0	 	0	0	No	No	No
	26	28,
    29	AB01GR	GSMC	Raymond
    James Financial Center	$16,839	$0	Unfunded
    Obligations Reserve	0	0	No	No	No
	27	 	AB00R1	GSMC	Laguna
    Seca	$0	$0	 	0	0	No	No	No
	28	30,
    31	19558810	GSMC	Discovery
    Plaza	$50,160	$0	Ground
    Rent Reserve	0	0	No	No	No
	29	 	170664	GSMC	Quail
    Plaza	$0	$0	 	0	0	No	No	No
	30	 	19346051	GSMC	Erindale
    Square	$0	$0	 	0	0	No	No	No
	31	 	168825	GSMC	Echelon	$0	$0	 	0	0	No	No	No
	32	 	175183	GSMC	Towne
    Centre Offices	$6,500	$0	Unfunded
    Obligations Reserve	0	0	No	No	No



 


     


     

    
 


	Control
    Number	Footnotes	Loan
    Number	Mortgage
    Loan Seller	Property
    Name	O&M
    Required 	Cash
    Management	Lockbox	 Rooms,
    Sq Ft 	Unit
    Description	Monthly
    Debt Service ($) (1)	Interest
    Accrual Method	Administrative
    Cost Rate (%) (2)
	1	4,
    5	ABOOYZ	GSMC	1999
    Avenue of the Stars	None	Springing	Hard	                 821,357
    	sf	$479,720	Actual/360	0.01427%
	2	6,
    7, 8, 9, 10	148123	GSMC	Long
    Island Prime Portfolio - Uniondale	None	Springing	Hard	              1,750,761
    	sf	$319,586	Actual/360	0.01927%
	2.01	 	148123	GSMC	RXR
    Plaza	None	 	 	              1,085,298
    	sf	 	 	 
	2.02	 	148123	GSMC	Omni	None	 	 	                 665,463
    	sf	 	 	 
	3	11	7X0PB8	GSMC	Lafayette
    Centre	Asbestos	Springing	Hard	                 793,553
    	sf	$287,895	Actual/360	0.01427%
	4	12,
    13	177043	GSMC	Loma
    Linda	None	Springing	Hard	                 327,614
    	sf	$242,657	Actual/360	0.01427%
	5	14	147425	GSMC	Long
    Island Prime Portfolio - Melville	None	Springing	Hard	                 776,720
    	sf	$268,782	Actual/360	0.01927%
	5.01	 	147425	GSMC	68
    South Service Road	None	 	 	                 323,292
    	sf	 	 	 
	5.02	 	147425	GSMC	58
    South Service Road	None	 	 	                 309,262
    	sf	 	 	 
	5.03	 	147425	GSMC	48
    South Service Road	None	 	 	                 144,166
    	sf	 	 	 
	6	15	19346052	GSMC	Marriott
    Quorum	None	Springing	Hard	                       547
    	Rooms	$353,759	Actual/360	0.01427%
	7	16	165243	GSMC	5-15
    West 125th Street	None	Springing	Hard	                 119,341
    	sf	$224,323	Actual/360	0.01427%
	8	17	19540745	GSMC	Petco
    Corporate Headquarters	None	In
    Place	Hard	                 257,040
    	sf	$144,402	Actual/360	0.01427%
	9	18	157723	GSMC	Olympic
    Tower	Asbestos	In
    Place	Hard	                 525,372
    	sf	$133,629	Actual/360	0.01302%
	10	 	19550775	GSMC	Pi’ilani
    Village	None	Springing	Springing	                  66,308
    	sf	$136,241	Actual/360	0.03177%
	11	12,
    19	19511323	GSMC	90
    Fifth Avenue	Asbestos	Springing	Hard	                 139,921
    	sf	$134,644	Actual/360	0.01427%
	12	12,
    20, 21	19742496	GSMC	Marriott
    Grand Cayman	None	In
    Place	Hard	                       295
    	Rooms	$197,597	Actual/360	0.01427%
	13	 	169345	GSMC	Fountain
    Lake	None	Springing	Soft	                       281
    	Units	$150,228	Actual/360	0.03427%
	14	22	19365863	GSMC	Margaritaville
    Lake of the Ozarks	Asbestos	Springing	Hard	                       492
    	Rooms	$149,655	Actual/360	0.03427%
	15	 	169344	GSMC	Sienna
    Bay	Asbestos,
    Lead Based Paint	Springing	Soft	                       276
    	Units	$121,435	Actual/360	0.04427%
	16	 	19511324	GSMC	Heritage
    Square	None	Springing	Springing	                 187,743
    	sf	$124,632	Actual/360	0.04427%
	17	10,
    23	AB01AK	GSMC	Shops
    at Boardman	None	Springing	Springing	                 315,724
    	sf	$119,017	Actual/360	0.05427%
	18	24	3CIEO5	GSMC	One
    West 34th Street	None	Springing	Hard	                 210,358
    	sf	$72,831	Actual/360	0.01427%
	19	25	AB0092	GSMC	CH2M
    Global Headquarters	Asbestos	In
    Place	Hard	                 370,485
    	sf	$105,490	Actual/360	0.02427%
	20	26	19291179	GSMC	Balcones
    Woods Shopping Center	Asbestos	Springing	Springing	                 113,159
    	sf	$102,690	Actual/360	0.01427%
	21	 	19440748	GSMC	Guernsey
    Crossing	None	Springing	Springing	                 104,209
    	sf	$92,118	Actual/360	0.01427%
	22	 	19742495	GSMC	Spring
    Prairie	None	Springing	Springing	                 138,961
    	sf	$80,278	Actual/360	0.01427%
	23	 	19511322	GSMC	Willow
    Bend Apartments	Asbestos	Springing	Springing	                       333
    	Units	$75,117	Actual/360	0.06177%
	24	27	167868	GSMC	Greenville
    Avenue	Asbestos	Springing	Springing	                 121,434
    	sf	$76,013	Actual/360	0.05427%
	25	 	172843	GSMC	Adelanto
    Market Plaza	None	Springing	Springing	                  31,243
    	sf	$61,876	Actual/360	0.05427%
	26	28,
    29	AB01GR	GSMC	Raymond
    James Financial Center	None	Springing	Springing	                 137,960
    	sf	$57,740	Actual/360	0.06177%
	27	 	AB00R1	GSMC	Laguna
    Seca	None	Springing	Springing	                 117,278
    	sf	$37,315	Actual/360	0.06177%
	28	30,
    31	19558810	GSMC	Discovery
    Plaza	None	Springing	Hard	                  90,048
    	sf	$55,938	Actual/360	0.05427%
	29	 	170664	GSMC	Quail
    Plaza	None	Springing	Springing	                  26,515
    	sf	$27,057	Actual/360	0.05427%
	30	 	19346051	GSMC	Erindale
    Square	Asbestos	Springing	Hard	                 103,571
    	sf	$28,122	Actual/360	0.05427%
	31	 	168825	GSMC	Echelon	None	Springing	Springing	                       116
    	Units	$24,538	Actual/360	0.05427%
	32	 	175183	GSMC	Towne
    Centre Offices	None	Springing	Hard	                  93,172
    	sf	$23,505	Actual/360	0.05427%



 


     


     

    
 


	Control
    Number	Footnotes	Loan
    Number	Mortgage
    Loan Seller	Property
    Name	Ground
    Lease Y/N	Overlapping
    Fee Interest?	Prepayment Provision (3)	Companion
    Loan Flag 	Companion
    Loan Monthly Debt Service ($)	Companion
    Loan Interest Accrual Method
	1	4,
    5	ABOOYZ	GSMC	1999
    Avenue of the Stars	No	No	Lockout/27_Defeasance/89_0%/4	Yes	$333,769.65	Actual/360
	2	6,
    7, 8, 9, 10	148123	GSMC	Long
    Island Prime Portfolio - Uniondale	Yes	 	Lockout/26_Defeasance/87_0%/7	Yes	$424,673.70	Actual/360
	2.01	 	148123	GSMC	RXR
    Plaza	Yes	No	 	 	 	 
	2.02	 	148123	GSMC	Omni	Yes	No	 	 	 	 
	3	11	7X0PB8	GSMC	Lafayette
    Centre	No	No	Lockout/30_Defeasance/86_0%/5	Yes	$583,861.86	Actual/360
	4	12,
    13	177043	GSMC	Loma
    Linda	No	No	Lockout/25_Defeasance/90_0%/5	Yes	$144,077.84	Actual/360
	5	14	147425	GSMC	Long
    Island Prime Portfolio - Melville	No	 	Lockout/26_Defeasance/87_0%/7	Yes	$179,187.96	Actual/360
	5.01	 	147425	GSMC	68
    South Service Road	No	No	 	 	 	 
	5.02	 	147425	GSMC	58
    South Service Road	No	No	 	 	 	 
	5.03	 	147425	GSMC	48
    South Service Road	No	No	 	 	 	 
	6	15	19346052	GSMC	Marriott
    Quorum	No	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	7	16	165243	GSMC	5-15
    West 125th Street	No	No	Lockout/26_Defeasance/90_0%/4	 	 	 
	8	17	19540745	GSMC	Petco
    Corporate Headquarters	No	No	Lockout/11_>YM
    or 1%/104_0%/5	Yes	$107,420.89	Actual/360
	9	18	157723	GSMC	Olympic
    Tower	Yes	No	Lockout/27_Defeasance/86_0%/7	Yes	$1,907,550.79	Actual/360
	10	 	19550775	GSMC	Pi’ilani
    Village	No	No	Lockout/24_Defeasance/92_0%/4	 	 	 
	11	12,
    19	19511323	GSMC	90
    Fifth Avenue	No	No	Lockout/25_Defeasance/90_0%/5	Yes	$245,633.59	Actual/360
	12	12,
    20, 21	19742496	GSMC	Marriott
    Grand Cayman	No	No	Lockout/25_Defeasance/31_0%/4	Yes	$254,052.92	Actual/360
	13	 	169345	GSMC	Fountain
    Lake	No	No	Lockout/27_Defeasance/88_0%/5	 	 	 
	14	22	19365863	GSMC	Margaritaville
    Lake of the Ozarks	Yes	Yes	Lockout/25_Defeasance/90_0%/5	 	 	 
	15	 	169344	GSMC	Sienna
    Bay	No	No	Lockout/27_Defeasance/88_0%/5	 	 	 
	16	 	19511324	GSMC	Heritage
    Square	No	No	Lockout/25_Defeasance/90_0%/5	 	 	 
	17	10,
    23	AB01AK	GSMC	Shops
    at Boardman	No	No	Lockout/26_Defeasance/89_0%/5	Yes	$101,423.42	Actual/360
	18	24	3CIEO5	GSMC	One
    West 34th Street	No	No	Lockout/28_Defeasance/88_0%/4	Yes	$473,401.62	Actual/360
	19	25	AB0092	GSMC	CH2M
    Global Headquarters	No	No	Lockout/28_>YM
    or 1%/87_0%/5	Yes	$316,469.64	Actual/360
	20	26	19291179	GSMC	Balcones
    Woods Shopping Center	No	No	Lockout/26_Defeasance/87_0%/7	 	 	 
	21	 	19440748	GSMC	Guernsey
    Crossing	No	No	Lockout/24_Defeasance/92_0%/4	 	 	 
	22	 	19742495	GSMC	Spring
    Prairie	Yes	No	Lockout/24_>YM
    or 3%/92_0%/4	 	 	 
	23	 	19511322	GSMC	Willow
    Bend Apartments	No	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	24	27	167868	GSMC	Greenville
    Avenue	No	No	Lockout/26_Defeasance/31_0%/3	 	 	 
	25	 	172843	GSMC	Adelanto
    Market Plaza	No	No	Lockout/26_Defeasance/90_0%/4	 	 	 
	26	28,
    29	AB01GR	GSMC	Raymond
    James Financial Center	No	No	Lockout/26_Defeasance/90_0%/4	 	 	 
	27	 	AB00R1	GSMC	Laguna
    Seca	No	No	Lockout/26_Defeasance/90_0%/4	 	 	 
	28	30,
    31	19558810	GSMC	Discovery
    Plaza	Yes	No	Lockout/24_Defeasance/92_0%/4	 	 	 
	29	 	170664	GSMC	Quail
    Plaza	No	No	Lockout/26_Defeasance/90_0%/4	 	 	 
	30	 	19346051	GSMC	Erindale
    Square	No	No	Lockout/25_Defeasance/32_0%/3	 	 	 
	31	 	168825	GSMC	Echelon	No	No	Lockout/25_Defeasance/32_0%/3	 	 	 
	32	 	175183	GSMC	Towne
    Centre Offices	Yes	No	Lockout/24_Defeasance/92_0%/4	 	 	 



 


     


     

    
 


	1	The
    monthly debt service shown for Mortgage Loans with a partial interest-only period reflects the amount payable after the expiration
    of the interest-only period.
	2	The
    Administrative Cost Rate includes the Servicing Fee Rate, the Operating Advisor Fee Rate, the Certificate Administrator/Trustee
    Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate applicable
    to each Mortgage Loan.
	3	The
    open period is inclusive of the Maturity Date.
	4	The
    Cut-off Date Principal Balance of $137,260,000 represents the non-controlling notes A-2 and A-3 of a $425,000,000 whole loan,
    evidenced by three non-controlling senior pari passu notes and four pari passu subordinate B-notes. The non-controlling note
    A-1 with a Cut-off Date Principal Balance of $95,500,000 was contributed to the GSMS 2017-GS6 securitization transaction.
    The notes B-1, B-2, B-3 and B-4, with a combined Cut-off Date Principal Balance of $192,240,000 were sold to a third party
    investor. 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
    1999 Avenue of the Stars Senior Loans of $232,760,000.
	5	The
    lockout period will be at least 27 payment dates beginning with and including the first payment date of June 6, 2017. For
    the purpose of this prospectus, the assumed lockout period of 27 payment dates is based on the expected GSMS 2017-GS7 securitization
    closing date in August 2017. The actual lockout period may be longer.
	6	The
    Cut-off Date Principal Balance of $85,000,000 represents the controlling note A-1-1 of a $197,950,000 whole loan co-originated
    by Goldman Sachs Mortgage Company and Barclays Bank PLC, evidenced by four pari passu notes. The non-controlling note A-1-2
    with a Cut-off Date Principal Balance of $33,770,000 is currently held by Goldman Sachs Mortgage Company and will be contributed
    to one or more future securitization transactions. The non-controlling note A-2-1 will be contributed by Barclays Bank PLC
    to the WFCM 2017-C39 securitization transaction. The non-controlling note A-2-2 with a Cut-off Date Principal Balance of $29,180,000
    is held by Barclays Bank PLC and will 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 Principal Balance of $197,950,000.
	7	The
    Ongoing TI/LC Reserve will be equal to $199,244, plus the amount of any accumulated tenant improvements and leasing commissions
    shortfall, minus the product of the square footage of each property released from the lien of the mortgage times $0.125.
	8	The
    Ongoing Replacement Reserve will be equal to $33,207, plus the amount of any accumulated capital expenditure shortfall, minus
    the product of the square footage of each property released from the lien of the mortgage times $0.020833333.
	9	On
    each Due Date through and including the Due Date in June 2019, borrower is required to remit to the lender, for deposit into
    the Ongoing Deferred Maintenance Reserve, an amount equal to the lesser of $55,603 and the amount necessary to cause the amount
    contained in the deferred maintenance and environmental escrow account to equal $1,334,472, less the sum of (i) the amount
    theretofore disbursed from the deferred maintenance and environmental escrow account plus (ii) the aggregate amount set forth
    on Schedule C in the related loan documents with respect to each item for which lender has received reasonably satisfactory
    evidence that the work related to such item has been completed and no amounts have theretofore been disbursed from the deferred
    maintenance and environmental escrow account with respect to such item.
	10	The
    lockout period will be at least 26 payment dates beginning with and including the first payment date of July 6, 2017. For
    the purpose of this prospectus, the assumed lockout period of 26 payment dates is based on the expected GSMS 2017-GS7 securitization
    closing date in August 2017. The actual lockout period may be longer.
	11	The
    Cut-off Date Principal Balance of $80,250,000 represents the non-controlling note A-3 of a $243,000,000 whole loan evidenced
    by three pari passu notes. The companion loans are evidenced by the controlling note A-1 with an outstanding principal balance
    as of the Cut-off Date of $82,500,000, and by the non-controlling note A-2 with an outstanding principal balance as of the
    Cut-off Date of $80,250,000. The note A-1 was securitized in the GSMS 2017-GS5 securitization transaction and note A-2 was
    securitized in the GSMS 2017-GS6 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 $243,000,000.
	12	The
    lockout period will be at least 25 payment dates beginning with and including the first payment date in August 2017. For the
    purpose of this prospectus, the assumed lockout period of 25 payment dates is based on the expected GSMS 2017-GS7 securitization
    closing date in August 2017. The actual lockout period may be longer.
	13	The
    Cut-off Date Principal Balance of $80,000,000 represents the controlling note A-1 of a $127,500,000 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 $47,500,000 which is currently held by Goldman Sachs Mortgage Company 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 $127,500,000.
	14	The
    Cut-off Date Principal Balance of $72,300,000 represents the controlling note A-1 of a $120,500,000 whole loan co-originated
    by Goldman Sachs Mortgage Company and Barclays Bank PLC, evidenced by two pari passu notes. The non-controlling note A-2 with
    a Cut-off Date Principal Balance of $48,200,000 was contributed to the WFCM 2017-C38 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 Cut-off Date Principal Balance of $120,500,000.
	15	The
    Ongoing Replacement Reserve is an FF&E reserve in an amount equal to (i) $65,691 for the Due Dates which occur from and
    including August 2017 to July 2018, (ii) for the Due Dates which occur from and including August 2018 to July 2019, one-twelfth
    of 4% of the operating income of the Mortgaged Property for the 12-month period as determined on the June 30 of each year,
    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) one-twelfth of 5% of the operating income of the Mortgaged Property for the previous 12-month
    period as determined on June 30 of each year.
	16	The
    Original Balance of $59,000,000 is inclusive of a $10,000,000 earnout reserve. Cut-off Date LTV Ratio, Debt Yield on Underwritten
    Net Operating Income and Debt Yield on Underwritten Net Cash Flow are calculated excluding the $10,000,000 earnout.
	17	The
    Cut-off Date Principal Balance of $41,000,000 represents the controlling note A-1 of a $71,500,000 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 $30,500,000 which is currently held by Goldman Sachs Mortgage Company 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 $71,500,000.
	18	The
    Cut-off Date Principal Balance of $40,000,000 represents the non-controlling note A-2-C1 of a $760,000,000 whole loan co-originated
    by Deutsche Bank AG, New York Branch, Morgan Stanley Bank, N.A. and Goldman Sachs Mortgage Company, evidenced by 11 non-controlling
    senior pari passu notes and three pari passu subordinate B-notes. The non-controlling notes A-1-S, A-2-S and A-3-S with a
    Cut-off Date Principal Balance of $331,000,000 were contributed to the Olympic Tower 2017-OT securitization transaction. The
    non-controlling notes A-1-C1, A-1-C4 and A-1-C5 with a Cut-off Date Principal Balance of $80,000,000 were contributed to the
    DBJPM 2017-C6 securitization transaction. The non-controlling notes A-1-C2 and A-1-C3 with a Cut-off Date Principal Balance
    of $60,000,000 are currently held by Deutsche Bank AG, New York Branch and are expected to be contributed to one or more future
    securitization transactions. The non-controlling note A-3-C with a Cut-off Date Principal Balance of $56,000,000 is currently
    held by Morgan Stanley Bank, N.A. and is expected to be contributed to one or more future securitization transactions. The
    non-controlling note A-2-C2 with a Cut-off Date Principal Balance of $44,000,000 is currently held by Goldman Sachs Mortgage
    Company and is expected to be contributed to one or more future securitization transactions. The notes B-1, B-2 and B-3, with
    a combined Cut-off Date Principal Balance of $149,000,000 were contributed to the Olympic Tower 2017-OT 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 Olympic
    Tower Senior Loans of $611,000,000.
	19	The
    Cut-off Date Principal Balance of $37,000,000 represents the controlling note A-1 of a $104,500,000 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 $33,750,000 and the non-controlling note A-3 with an outstanding principal balance as of the Cut-off
    Date of $33,750,000, which are both currently held by Goldman Sachs Mortgage Company 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 $104,500,000.
	20	The
    Cut-off Date Principal Balance of $35,000,000 represents the non-controlling note A-3 of an $80,000,000 whole loan originated
    by Cantor Commercial Real Estate Lending, L.P. evidenced by three pari passu notes. The non-controlling note A-3 was purchased
    by Goldman Sachs Mortgage Company and will be contributed to this securitization transaction. The controlling note A-1 and
    non-controlling note A-2, with an aggregate outstanding principal balance as of the Cut-off Date of $45,000,000 are currently
    held by Cantor Commercial Real Estate Lending, L.P., or an affiliate, and 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 $80,000,000.
	21	Prior
    to the servicing shift securitization date, the Marriott Grand Cayman loan will be serviced by the master servicer under the
    pooling and servicing agreement. From and after the related servicing shift securitization date, the Marriott Grand Cayman
    loan will be serviced under, and by the master servicer designated in, the related servicing shift pooling and servicing agreement.
    After the securitization of the related controlling companion loan, Wells Fargo will continue to receive a 0.25 bps master
    servicing fee on the loan, but the 0.25 bps primary servicing fee will shift to the primary servicer of the securitization
    in which the related controlling companion loan is securitized.
	22	The
    Ongoing Replacement Reserve is an FF&E reserve in an amount equal to (i) $82,758 for Due Dates which occur in August 2017
    through July 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) one-twelfth of 4% of the operating income of the Mortgaged Property for the
    previous 12-month period, as initially determined on June 30 and to be adjusted every three months thereafter.
	23	The
    Cut-off Date Principal Balance of $23,000,000 represents the controlling note A-1 of a $42,600,000 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 $19,600,000 which is currently held by Goldman Sachs Mortgage Company 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 $42,600,000.
	24	The
    Cut-off Date Principal Balance of $20,000,000 represents the non-controlling note A-3-2 of a $150,000,000 whole loan co-originated
    by Wells Fargo Bank, National Association and Goldman Sachs Mortgage Company evidenced by four pari passu notes. The controlling
    note A-1 with an outstanding principal balance as of the Cut-off Date of $60,000,000 was contributed to the BANK 2017-BNK4
    securitization transaction. The non-controlling note A-2 with an outstanding principal balance as of the Cut-off Date of $30,000,000
    was contributed to the UBS 2017-C1 securitization transaction. The non-controlling note A-3-1, with an outstanding principal
    balance as of the Cut-off Date of $40,000,000 was contributed to the GSMS 2017-GS6 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
    $150,000,000.
	25	The
    Cut-off Date Principal Balance of $20,000,000 represents the non-controlling note A-2 of an $80,000,000 whole loan evidenced
    by two pari passu notes. The companion loan is evidenced by the controlling note A-1 with an outstanding principal balance
    as of the Cut-off Date of $60,000,000 which was contributed to the GSMS 2017-GS6 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
    $80,000,000.
	26	The
    Ongoing TI/LC Reserve will be $17,000 funded monthly until Party City and PetSmart both renew, and thereafter, the lesser
    of $11,806 or the amount necessary for the amount on deposit in the TI/LC reserve account to be equal to $300,000.
	27	On
    each Due Date, if and to the extent the amount contained in the TI/LC reserve account is less than the $400,000, the borrower
    is required to deposit into the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to $10,120.
	28	On
    each Due Date, if and to the extent the amount contained in the TI/LC reserve account is less than the $400,000, the borrower
    is required to deposit into the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to $10,417.
	29	On
    each Due Date, if and to the extent the amount contained in the replacement reserve account is less than the $200,000, the
    borrower is required to deposit into the replacement reserve account an Ongoing Replacement Reserve amount equal to $2,874.
	30	On
    each Due Date, if and to the extent the amount contained in the TI/LC reserve account is less than the $200,000, the borrower
    is required to deposit into the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to $5,628.
	31	On
    each Due Date, if and to the extent the amount contained in the replacement reserve account is less than the $55,000, the
    borrower is required to deposit into the replacement reserve account an Ongoing Replacement Reserve amount equal to $1,616.


 


     


     

    
 




 


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-GS7


 


		Re:	GS Mortgage Securities Trust 2017-GS7, Commercial Mortgage
Pass-Through Certificates, Series 2017-GS7, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Cayman Agent,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


 


 






		*	Select
appropriate depository.



 



    Exhibit I-1


     


    




 


(1)       the
offer of the Certificates was not made to a person in the United States;


 


[(2)     at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)     the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the 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-GS7


 


		Re:	GS Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7,
Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Cayman Agent,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of
such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit J-1


     


    




 


[(2)     at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2)     the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the 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-GS7


 


		Re:	GS Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through
Certificates, Series 2017-GS7, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Cayman Agent,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______])
through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such
Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of


 








 






		*	Select appropriate depository.



  






    Exhibit K-1


     


    




 


Rule 144A
and in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the 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-GS7


 


		Re:	GS Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS7, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Cayman Agent,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above
issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under the
Securities Act of 1933, as amended.


 


We undertake to advise
you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the
Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


 


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-GS7


 


		Re:	GS Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS7, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Cayman Agent,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States;


  


 



*
      Select appropriate depository.


 






    Exhibit M-1


     


    





 


[(2)    at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)     the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the 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-GS7


 


		Re:	GS Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7,
Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Cayman Agent,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit N-1


     


    




 


[(2)     at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2)      the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the 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-GS7


 


		Re:	GS Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS7, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Cayman Agent,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 


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 

(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-GS7


Email: trustadministrationgroup@wellsfargo.com;

           cts.cmbs.bond.admin@wellsfargo.com




 


		Re:	GS Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS7



 


In accordance with
the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Cayman Agent,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder
(or any investment advisor or manager or other representative of the foregoing).


 


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.       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 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


 



    Exhibit P-1A-1


     


    

 


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]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:









 


Dated: _______ 


cc: GS Mortgage Securities Corporation II


 




    Exhibit P-1A-2


     


    

 


EXHIBIT P-1B


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING HOLDER, CONTROLLING CLASS REPRESENTATIVE and/or a Controlling Class
Certificateholder)


 


[Date]


 


	
        Wells Fargo Bank, National Association 

        Commercial Mortgage Servicing 

        MAC D1050-084 

        Three Wells Fargo 

        401 South Tryon Street, 8th Floor 

        Charlotte, North Carolina 28202 

        Attention: GS 2017-GS7 Asset Manager

        Email: commercial.servicing@wellsfargo.com

         
	 	
        Wells Fargo Bank, National Association 

        600 South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55479 

        Attention: Corporate Trust Services (CMBS) 

        GS Mortgage Securities Trust 2017-GS7 

        Email: trustadministrationgroup@wellsfargo.com;

        cts.cmbs.bond.admin@wellsfargo.com 

	
        Rialto Capital Advisors, LLC 

        790 NW 107th Avenue, 4th Floor 

        Miami, Florida 33172 

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah,
Adam Singer 

        Facsimile: (305) 229-6425 
	 	
        Wilmington Trust, National Association 

        1100 North Market Street 

        Wilmington, Delaware 19890 

        Attention: CMBS Trustee 

        Facsimile: (302) 630-4140 

        Email: CMBSTrustee@wilmingtontrust.com 

	 	 	 
	
        Park Bridge Lender Services LLC 

        600 Third Avenue, 40th Floor 

        New York, New York 10016 

        Attention: GSMS 2017-GS7 Surveillance Manager (with a copy sent
        contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

         
	 	 


 


		Re:	GS Mortgage Securities Trust 2017-GS7, Commercial Mortgage
Pass-Through Certificates, Series 2017-GS7



 


In accordance with
the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Cayman Agent,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


1.       The
undersigned is [the Directing Holder][the Controlling Class Representative][the Holder of the majority of the Controlling Class][a
Controlling Class Certificateholder].


 






    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, 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-GS7




 


Wells Fargo Bank, National Association 


Commercial Mortgage Servicing 


Three Wells Fargo 


401 S. Tryon Street, 8th Floor 


MAC D1050-084 


Charlotte, North Carolina 28202 


Attention: GS 2017-GS7 Asset Manager

Email: commercial.servicing@wellsfargo.com


  


Rialto Capital Advisors, LLC


790 NW 107th Avenue, 4th Floor


Miami, Florida 33172


Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer


Facsimile: (305) 229-6425


 


		Re:	GS Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS7



 


In accordance with
the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Cayman Agent,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder
(or any investment advisor or manager or other representative of the foregoing).


 


2.       The
undersigned is neither the Directing Holder, the Controlling Class Representative nor a Controlling Class Certificateholder.


 






    Exhibit P-1C-1


     


    




 


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       The
undersigned is a Borrower Party.


 


5.       The
undersigned is requesting access to the Distribution Date Statements pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statements, or the access thereto, the undersigned will keep the
Distribution Date Statements confidential (except from such outside persons as are assisting it in making an evaluation in connection
with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities
or agencies to which the undersigned is subject), and such Distribution Date Statements will not, without the prior written consent
of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives
(collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however,
that the obligations of the undersigned to keep any such Distribution Date Statements confidential shall expire one year following
the date that the undersigned receives such Distribution Date Statements (with respect to a prospective purchaser only) or is no
longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Distribution Date Statements in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the 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]


 


	Wells
                                         Fargo Bank, National Association

        Commercial
        Mortgage Servicing

        MAC
        D1050-084

        Three
        Wells Fargo

        401
        South Tryon Street, 8th Floor

        Charlotte,
        North Carolina 28202

        Attention:
        GS 2017-GS7 Asset Manager

        Email: commercial.servicing@wellsfargo.com
	 	Wells
                                         Fargo Bank, National Association

        600
        South 4th Street, 7th Floor, MAC: N9300-070

        Minneapolis, Minnesota 55479

        Attention:
        Corporate Trust Services (CMBS)

        GS
        Mortgage Securities Trust 2017-GS7

        Email:
        trustadministrationgroup@wellsfargo.com;

                   cts.cmbs.bond.admin@wellsfargo.com

	 

                                                          Rialto
                                         Capital Advisors, LLC

        790
        NW 107th Avenue, 4th Floor

        Miami,
        Florida 33172

        Attention:
        Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer

        Facsimile:
        (305) 229-6425
	 	 

                                                          Wilmington
                                         Trust, National Association

        1100
        North Market Street

        Wilmington,
        Delaware 19890

        Attention:
        CMBS Trustee

        Facsimile:
        (302) 630-4140

        Email:
        CMBSTrustee@wilmingtontrust.com

	Park
                                         Bridge Lender Services LLC

        600
        Third Avenue, 40th Floor

        New
        York, New York 10016

        Attention:
        GSMS 2017-GS7 Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
	 	 


		Re:	GS
                                         Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-GS7 



 


In
accordance with the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Cayman
Agent, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset
Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


1.       The
undersigned is [the Directing Holder][the Controlling Class Representative][the Holder of the majority of the Controlling Class][a
Controlling Class Certificateholder].


 






    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]


 


	Wells
                                         Fargo Bank, National Association

        Commercial
        Mortgage Servicing

        MAC
        D1050-084

        Three
        Wells Fargo

        401
        South Tryon Street, 8th Floor

        Charlotte,
        North Carolina 28202

        Attention:
        GS 2017-GS7 Asset Manager

        Email: commercial.servicing@wellsfargo.com
	 	Wells
                                         Fargo Bank, National Association

        600
        South 4th Street, 7th Floor, MAC: N9300-070

        Minneapolis, Minnesota 55479

        Attention:
        Corporate Trust Services (CMBS)

        GS
        Mortgage Securities Trust 2017-GS7

        Email:
        trustadministrationgroup@wellsfargo.com;

                   cts.cmbs.bond.admin@wellsfargo.com

	 

                                                          Rialto
                                         Capital Advisors, LLC

        790
        NW 107th Avenue, 4th Floor

        Miami,
        Florida 33172

        Attention:
        Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer

        Facsimile:
        (305) 229-6425
	 	 

                                                          Wilmington
                                         Trust, National Association

        1100
        North Market Street

        Wilmington,
        Delaware 19890

        Attention:
        CMBS Trustee

        Facsimile:
        (302) 630-4140

        Email:
        CMBSTrustee@wilmingtontrust.com

	Park
                                         Bridge Lender Services LLC

        600
        Third Avenue, 40th Floor

        New
        York, New York 10016

        Attention:
        GSMS 2017-GS7 Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
	 	 


		Re:	GS
                                         Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-GS7



 


THIS
NOTICE IDENTIFIES AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE GS MORTGAGE SECURITIES TRUST
2017-GS7, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-GS7, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO
SECTION 3.13(b) OF THE POOLING AND SERVICING AGREEMENT.


 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby certifies
and agrees as follows:


 


1.           The
undersigned is [the Controlling Class Representative][the Holder of the majority of the Controlling Class][a Controlling Class
Certificateholder] as of the date hereof.


 



    Exhibit P-1E-1 


     


    




2.         
The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan
    Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If
applicable] For the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class
Loan.] The undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


3.          If
the undersigned is (a) a holder of 50% or more of the Controlling Class or (b) the Controlling Class Representative, then
in each case with respect to each of the Mortgage Loans listed in this certification, each such Mortgage Loan shall be an “Excluded
Loan”, as defined in the Pooling and Servicing Agreement, and a Control Termination Event and a Consultation Termination
Event shall be deemed to occur and the Certificate Administrator is hereby directed to post such information on its website as
a special notice.


 


4.         
Except with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant
to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.         
The undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information
(as defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the
extent


 



    Exhibit P-1E-2 


     


    

 


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 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


 






    Exhibit P-1E-3 


     


    

 


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-GS7

                                         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-GS7



		Re:	GS
                                         Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-GS7



 


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-GS7 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]


 


	Wells
                                         Fargo Bank, National Association

        Commercial
        Mortgage Servicing

        MAC
        D1050-084

        Three
        Wells Fargo

        401
        South Tryon Street, 8th Floor

        Charlotte,
        North Carolina 28202

        Attention:
        GS 2017-GS7 Asset Manager

        Email: commercial.servicing@wellsfargo.com
	Wells
                                         Fargo Bank, National Association

        600
        South 4th Street, 7th Floor, MAC: N9300-070

        Minneapolis, Minnesota 55479

        Attention:
        Corporate Trust Services (CMBS)

        GS
        Mortgage Securities Trust 2017-GS7

        Email:
        trustadministrationgroup@wellsfargo.com;

                   cts.cmbs.bond.admin@wellsfargo.com

	 

                                                          Rialto
                                         Capital Advisors, LLC

        790
        NW 107th Avenue, 4th Floor

        Miami,
        Florida 33172

        Attention:
        Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer

        Facsimile:
        (305) 229-6425
	 

                                                          Wilmington
                                         Trust, National Association

        1100
        North Market Street

        Wilmington,
        Delaware 19890

        Attention:
        CMBS Trustee

        Facsimile:
        (302) 630-4140

        Email:
        CMBSTrustee@wilmingtontrust.com

	Park
                                         Bridge Lender Services LLC

        600
        Third Avenue, 40th Floor

        New
        York, New York 10016

        Attention:
        GSMS 2017-GS7 Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
	 


		Re:	GS
                                         Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-GS7



 


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-1G-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-1G-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-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7



 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
August 1, 2017 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II,
as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator and Cayman Agent, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


		1.	The
                                         undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates;



		2.	The
                                         undersigned, a Nationally Recognized Statistical Rating Organization (“NRSRO”);



 


a.         has provided the Depositor with the appropriate certifications under Exchange Act 17g-5(e);


 


b.         has access to the Depositor’s 17g-5 website; and


 


c.         agrees that the confidentiality agreement attached as Annex A hereto shall be applicable to the undersigned with respect to information
obtained from the Depositor’s 17g-5 website shall also be applicable to information obtained from the 17g-5 Information Provider‘s
Website; or


		3	The
                                         undersigned either (a) has not accessed information pursuant to Rule 17g–5(a)(3)
                                         ten (10) or more times during the most recently ended calendar year, or (b) has determined
                                         and maintained credit ratings for at least 10% of the issued securities and money market
                                         instruments for which it accessed information pursuant to Rule 17g–5(a)(3)(iii)
                                         in the calendar year prior to the year covered by the SEC Certification, if it accessed
                                         such information for 10 or more issued securities or money market instruments



 


The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the 17g-5 Information Provider’s Website.


 






    Exhibit P-2-1 


     


    

 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.





 


	 	[IDENTIFY
    PARTY]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 






 


    Exhibit P-2-2 


     


    

 


ANNEX
A


 


CONFIDENTIALITY
AGREEMENT


 


This
Confidentiality Agreement (the “Confidentiality Agreement”) is made in connection with [_____] (together with
its affiliates, the “Furnishing Entities” and each a “Furnishing Entity”) furnishing certain
financial, operational, structural and other information relating to the issuance of the GS Mortgage Securities Corporation Trust
2017-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7 (the “Certificates”) pursuant to the
Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and Servicing Agreement”), by and
among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Cayman Agent,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, and the assets underlying or referenced by the Certificates, including the identity of, and financial information with
respect to borrowers, sponsors, guarantors, managers and lessees with respect to such assets (together, the “Collateral”)
to you (the “NRSRO”) through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider
under the Pooling and Servicing Agreement, including the [section of the 17g-5 Information Provider’s Website that hosts
the Depositor’s 17g-5 website after the Closing Date (as defined in the Pooling and Servicing Agreement)]. Information provided
by each Furnishing Entity is labeled as provided by the specific Furnishing Entity.


 


Definition
of Confidential Information. For purposes of this Confidentiality Agreement, the term “Confidential Information”
shall include the following information (irrespective of its source or form of communication, including information obtained by
you through access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance
or monitoring of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements,
legal documents and other information (such information, the “Evaluation Material”) and (y) any of the terms,
conditions or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the
status thereof; provided, however, that the term Confidential Information shall not include information which:


		●	was
                                         or becomes generally available to the public (including through filing with the Securities
                                         and Exchange Commission or disclosure in an offering document) other than as a result
                                         of a disclosure by you or a NRSRO Representative (as defined below) in violation of this
                                         Confidentiality Agreement;



		●	was
                                         or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives
                                         that (i) is reasonably believed by you to be under no obligation to maintain the information
                                         as confidential and (ii) provides it to you without any obligation to maintain the information
                                         as confidential; or



		●	is
                                         independently developed by the NRSRO without reference to any Confidential Information.



 






    Exhibit P-2-3 


     


    

 


Information
to Be Held in Confidence.


 


You
will use the Confidential Information solely for the purpose of determining or monitoring a credit rating on the Certificates
and, to the extent that any information used is derived from but does not reveal any Confidential Information, for benchmarking,
modeling or research purposes (the “Intended Purpose”).


 


You
acknowledge that you are aware that the United States and state securities laws impose restrictions on trading in securities when
in possession of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO
Representative who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You
will treat the Confidential Information as private and confidential. Subject to the terms herein, without the prior written consent
of the applicable Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential
Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing,
you may:


		●	disclose
                                         the Confidential Information to any of the NRSRO’s affiliates, directors, officers,
                                         employees, legal representatives, agents and advisors (each, a “NRSRO Representative”)
                                         who, in the reasonable judgment of the NRSRO, need to know such Confidential Information
                                         in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential
                                         Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions
                                         to ensure, and shall be satisfied, that such NRSRO Representative will act in accordance
                                         with this Confidentiality Agreement;



		●	solely
                                         to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post
                                         the Confidential Information to the NRSRO’s password protected website; and



		●	use
                                         information derived from the Confidential Information in connection with an Intended
                                         Purpose, if such derived information does not reveal any Confidential Information.



 


Disclosures
Required by Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena,
civil investigatory demand, request for information or documents, deposition or similar process relating to any legal proceeding,
investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity
with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation,
and otherwise to the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request
to disclose the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective
order or other reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses.
Unless otherwise required by a court or other governmental or regulatory authority to do so, and provided that you been informed
by written notice that the related Furnishing Entity is seeking a


 






    Exhibit P-2-4 


     


    

 


protective
order or other reasonable assurance for confidential treatment with respect to the requested Confidential Information, you agree
not to disclose the Confidential Information while the Furnishing Entity’s effort to obtain such a protective order or other
reasonable assurance for confidential treatment is pending. You agree to reasonably cooperate with each Furnishing Entity in its
efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded to the portion
of the Confidential Information that is being disclosed, at the sole expense of such Furnishing Entity; provided, however,
that in no event shall the NRSRO be required to take a position that such information should be entitled to receive such a protective
order or reasonable assurance as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or
other remedy, you agree to comply with its terms with respect to the disclosure of the Confidential Information, at the sole expense
of such Furnishing Entity. If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance
with the provisions of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally
required to disclose, at the sole expense of the relevant Furnishing Entity.


 


Obligation
to Return Evaluation Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material
or documents, including copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned
to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document
or other material containing Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with
the NRSRO’s internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain
any portion of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other documents
prepared by the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation Material
so retained by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the terms of
this Confidentiality Agreement.


 


Violations
of this Confidentiality Agreement.


 


The
NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You
agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use
by any person of the Confidential Information which may come to your attention and to take all steps reasonably requested by such
Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You
acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in
the event that any of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and
injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof,
in addition to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and
agreed


 






    Exhibit P-2-5 


     


    

 


that
no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise of any
right, power or privilege.


 


Term.
Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided
a credit rating on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing
Law. This Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the
relationships of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed
by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within
such State.


 


Amendments.
This Confidentiality Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire
Agreement. This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating
to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all
other understandings and agreements between us relating to such matters; provided, however, that, if the terms of
this Confidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically states
that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent
the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding
acceptance by you of the terms hereof by entry into this website.


 


Contact
Information. Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


[_____________]


  




    Exhibit P-2-6 


     


    

 


EXHIBIT
P-3


 


ONLINE
MARKET DATA PROVIDER CERTIFICATION


 


Wells
Fargo Bank, National Association

600 South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55479


 


	Attention:	        	Corporate
                                         Trust Services (CMBS), GS Mortgage Securities Trust 2017-GS7, Commercial Mortgage
                                         Pass-Through Certificates, Series 2017-GS7



 


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
August 1, 2017 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II,
as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator and Cayman Agent, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


		1.	The
                                         undersigned is an employee or agent of Bloomberg, 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-GS7, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-GS7 



 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of August 1, 2017 (the
“Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and Cayman Agent, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned,
as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage Loan 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

    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
 Email:  leah.nivison@gs.com
	 	 

                                                          Fitch
                                         Ratings, Inc.

        One
        State Street Plaza

        New
        York, New York 10004

        Attention:
        Commercial Mortgage Backed Securities Surveillance

        Facsimile
        No.: (212) 635-0295

        E-mail:
        info.cmbs@fitchratings.com

	 

                                                          Wells
                                         Fargo Bank, National Association

        600
        South 4th Street, 7th Floor, MAC: N9300-070

        Minneapolis, Minnesota 55479

        Attention:
        Corporate Trust Services (CMBS)

        GS
        Mortgage Securities Trust 2017-GS7

        Email:
        trustadministrationgroup@wellsfargo.com;

         cts.cmbs.bond.admin@wellsfargo.com

         
	 	 

                                                          Kroll
                                         Bond Rating Agency, Inc.

        845
        Third Avenue, 4th Floor

        New
        York, New York 10022

        Attention:
        CMBS Surveillance

        Facsimile
        No.: (646) 731-2395

	Wells
                                         Fargo Bank, National Association

        Commercial
        Mortgage Servicing

        MAC
        D1050-084

        Three
        Wells Fargo

        401
        South Tryon Street, 8th Floor

        Charlotte,
        North Carolina 28202

        Attention:
        GS 2017-GS7 Asset Manager

        Email: commercial.servicing@wellsfargo.com
	 	Rialto
                                         Capital Advisors, LLC

        790
        NW 107th Avenue, 4th Floor

        Miami,
        Florida 33172

        Attention:
        Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer

        Facsimile:
        (305) 229-6425

	 

        Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee

        Facsimile:
        (302) 630-4140

        Email:
        CMBSTrustee@wilmingtontrust.com
	 	 

         



 


    Exhibit Q-3 


     


    

 


EXHIBIT
R-1


 


FORM
OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


RECORDING
REQUESTED BY:


 


Wells
Fargo Bank, National Association


Commercial
Mortgage Servicing


MAC
D1050-084


Three
Wells Fargo


401
South Tryon Street, 8th Floor


Charlotte,
North Carolina 28202


Attention:
GS 2017-GS7 Asset Manager


Telecopy
Number: (704) 715-0036


Email:
commercial.servicing@wellsfargo.com 





	 






SPACE
ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890
as Trustee (the “Trustee”) pursuant to that Pooling and Servicing Agreement dated as of August 1, 2017 (the
“Agreement”) by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as master servicer (in such capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as Special Servicer
(the “Special Servicer”), Wells Fargo Bank, National Association, as Certificate Administrator (in such capacity,
the “Certificate Administrator”) and Cayman Agent, the Trustee, and Park Bridge Lender Services LLC, as Asset
Representations Reviewer (in such capacity, the “Asset Representations Reviewer”) and Operating Advisor (in
such capacity, the “Operating Advisor”), hereby constitutes and appoints the Master Servicer, by and through
the Master Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place
and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage Loans”)
serviced by the Master Servicer and all properties (“Mortgaged Properties”) administered by the Master Servicer
pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably
necessary and appropriate to effectuate the enumerated transactions described in items 1 through 12 below with respect to the
Mortgage Loans and Mortgaged Properties; provided however, that the documents described below may only be executed and delivered
by such Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized terms used herein and not
otherwise defined herein have the meanings set forth in the Agreement.


 






    Exhibit R-1-1 


     


    

 


1.          The
endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and
draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 


2.          The
modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose
of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title
errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance,
(i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions
of the Agreement.


 


3.         
The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company of a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.


 


4.         
The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate
owned, or conveyance of title to real estate owned.


 


5.         
The completion of loan assumption agreements.


 


6.          The
full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured thereby,
including, without limitation, cancellation of the related Mortgage Note.


 


7.         
The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the Mortgage
Loan secured and evidenced thereby.


 


8.           The
full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with the
refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.


 


9.         
The full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust,
and in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure,
or the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure,
the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation
or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in
bankruptcy proceedings, including, without limitation, any and all of the following acts:


 


a.         
the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the deed of trust;


 


b.         
the preparation and issuance of statements of breach or non-performance;


 






    Exhibit R-1-2 


     


    

 


c.         
the preparation and filing of notices of default and/or notices of sale;


 


d.         
the cancellation/rescission of notices of default and/or notices of sale;


 


e.         
the taking of deed in lieu of foreclosure;


 


f.         
the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage
Notes, Mortgages or deeds of trust;


 


g.        
the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction
actions or proceedings;


 


h.        
the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but not
limited to appearing on behalf of the Trustee in quiet title actions; and


 


i.          
the preparation and execution of such other documents and performance of such other actions as may be necessary under the terms
of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs 9.a. through 9.h. above.


 


10.        With
respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:


 


a.         
listing agreements;


 


b.         
purchase and sale agreements;


 


c.         
grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase
same;


 


d.         
escrow instructions; and


 


e.          any
and all documents necessary to effect the transfer of property.


 


11.        The
modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement of
personal property.


 


12.        
The execution and delivery of the following:


 


a.        
any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created
by the Mortgage, deed of trust or other security document in the related Mortgage File or the related Mortgaged Property and other
related collateral;


 


b.         
any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full defeasance,
and all other comparable instruments; and


 


c.          any
and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests in borrowers,
consents to any subordinate


 


 






    Exhibit R-1-3 


     


    

 


financings
to be secured by any related Mortgaged Property, consents to any mezzanine financing to be secured by the ownership interests
in a borrower, consents to and monitoring of the application of any proceeds of insurance policies or condemnation awards to the
restoration of the related Mortgaged Property or otherwise, documents relating to the management, operation, maintenance, repair,
leasing and marketing of the related Mortgaged Properties (including agreements and requests by any borrower with respect to modifications
of the standards of operation and management of such Mortgaged Properties or the replacement of asset managers), documents exercising
any or all of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan
documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements,
any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the
Mortgaged Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage
Loan and any other consents.


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of the date set forth below.


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the Master Servicer has the power to delegate its rights or obligations under the Agreement, the Master Servicer
also has the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited
Power of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor
of its attorneys-in-fact as are necessary for such purpose. The Master Servicer‘s attorneys-in-fact shall have no greater authority
than that held by the Master Servicer.


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Master Servicer
the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except
as specifically provided for herein. If the Master Servicer receives any notice of suit, litigation or proceeding in the name
of Wilmington Trust, National Association, then the Master Servicer shall promptly forward a copy of same to the Trustee.


 


This
limited power of attorney is not intended to extend the powers granted to the Master Servicer under the Agreement or to allow
the Master Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The
Master Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from
and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or


 






    Exhibit R-1-4 


     


    

 


nature
whatsoever incurred by reason or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney
by the Master Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement
or the earlier resignation or removal of the Trustee under the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 


Third
parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument
of revocation has been made in writing by the undersigned.


 


IN
WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for GS Mortgage Securities Trust 2017-GS7 has caused its corporate
seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized
signatory this ___________ day of ____________.





 





	 	Wilmington
Trust, National Association,



as
Trustee for GS Mortgage Securities Trust 2017-GS7
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Prepared by:
	 	 
	 	 	Name:
	 	 	 
	Witness:	 	 
	 	 	 
	 	 	 
	Witness:	 	 
	 	 	 
	 	 	 





State
of Delaware}


County
of ____}


 






    Exhibit R-1-5 


     


    

 


On
________________________, before me, _________________________________Notary Public, personally appeared
___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by
his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


Witness
my hand and official seal.


 


_________________________________


Notary
signature


 


 


 


 




    Exhibit R-1-6 


     


    

 


EXHIBIT
R-2


 


FORM
OF POWER OF ATTORNEY BY TRUSTEE

FOR 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


 


Wilmington
Trust, National Association, a national banking association, incorporated and existing under the laws of the United States, having
its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890 as Trustee (the “Trustee”),
hereby constitutes and appoints Rialto Capital Advisors, LLC (the “Special Servicer”), and in its name, aforesaid
Attorney-In-Fact, by and through any authorized representative appointed by the Board of Directors of the Special Servicer, to
execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate for
the tasks described in the items (1) through (12) below; provided however, that the documents described below may only be executed
and delivered by such Attorneys-In-Fact if such documents are required or permitted under the terms of the Pooling and Servicing
Agreement, dated as of August 1, 2017 (the “Agreement”) by and among GS Mortgage Securities Corporation II,
as Depositor, the Special Servicer, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master
Servicer”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”) and Cayman Agent, Wilmington Trust, National Association, as trustee (the “Trustee”),
and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as
asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), on behalf of the GS
Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7 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 Wilmington Trust, 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


 






    Exhibit R-2-1 


     


    

 


terms
used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


1.
        Demand, sue for, recover, collect and receive each and every sum of money, debt,
account and interest (which now is, or hereafter shall become due and payable) belonging to or claimed by Wilmington Trust, 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 Wilmington Trust, National Association, as Trustee, in litigation and to resolve any litigation where
the Special Servicer has an obligation to defend Wilmington Trust, 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 Wilmington Trust, 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 Wilmington
Trust, 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-2-2 


     


    

 


8.          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.


 


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 Mortgaged Property to the mortgage insurer, or close the title to the Mortgaged Property to be acquired as real estate owner,
or convey title to real estate owned property (“REO Property”).


 


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
Special Servicer hereby agrees to indemnify and hold Wilmington Trust, 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 Wilmington Trust, National Association, as Trustee
under the Agreement.


 






    Exhibit R-2-3 


     


    

 


IN
WITNESS WHEREOF, Wilmington Trust, 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[__].


 


	NO CORPORATE SEAL	Wells Fargo Bank, National Association,
    as Trustee,
	 	 	 
	 	For GS Mortgage Securities Trust
    2017-GS7
	 	 	 
	 	By:	 
	Witness:	 	, Vice President          
	 	 	 
	 	By:	 
	Witness:	 	, Vice President          
	 	 	 
	 	 	 
	Attest:                                                               Trust
    Officer	 	 
	 	 	 


 






    Exhibit R-2-4 


     


    

 


	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-2-5 


     


    

 


EXHIBIT
S


 


INITIAL
COMPANION HOLDERS, INITIAL CLASS MAJORITY CERTIFICATEHOLDER 


 





	Loan	Companion
    Holder
	1999
    Avenue of the Stars	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 2017-GS6

         

        NOTICE
ADDRESS:

        Wells
        Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        GS Mortgage Securities Trust 2017-GS6

         

        NOTE
        B-1:

         

        American
        General Life Insurance Company

         

        NOTICE
        ADDRESS:

         

        American
        General Life Insurance Company  

        c/o
        AIG Investments  

        777
        S. Figueroa Street, 16th Floor  

        Los
        Angeles, CA 90017-5800

        Attention:
        Vice President, Servicing-Commercial Mortgage Lending

         

        NOTE
        B-2:

         

        The
        Variable Annuity Life Insurance Company

         

        NOTICE
        ADDRESS:

         

        The
        Variable Annuity Life Insurance Company  

        c/o
        AIG Investments  

        777
        S. Figueroa Street, 16th Floor 

        



 






     Exhibit S-1


     


    

 


	 	Los
Angeles, CA 90017-5800 

        Attention:
        Vice President, Servicing-Commercial Mortgage Lending

         

        NOTE
        B-3:

         

        The
        United States Life Insurance Company in the City of New York

         

        NOTICE
        ADDRESS:

         

        The
        United States Life Insurance Company in the City of New York  

        c/o
        AIG Investments  

        777
        S. Figueroa Street, 16th Floor  

        Los
        Angeles, CA 90017-5800  

        Attention:
        Vice President, Servicing-Commercial Mortgage Lending

         

        NOTE
        B-4:

         

        National
        Union Fire Insurance Company of Pittsburgh, PA.

         

        NOTICE
        ADDRESS:

         

        National
        Union Fire Insurance Company of Pittsburgh, PA.  

        c/o
        AIG Investments  

        777
        S. Figueroa Street, 16th Floor  

        Los
        Angeles, CA 90017-5800  

        Attention:
        Vice President, Servicing-Commercial Mortgage Lending  

         






 






     Exhibit S-2


     


    

 


	Long
    Island Prime Portfolio - Uniondale	NOTE
                                         A-1-2:

         

        Goldman
        Sachs Mortgage Company

         

        NOTICE
        ADDRESS:

        

        Goldman
        Sachs Mortgage Company

        200 West Street  

        New
        York, New York 10282  

        Attention:
        Leah Nivison

         

        NOTE
        A-2-1: 

         

        Wilmington
        Trust, National Association, as Trustee, for the Benefit of the Registered Holders of the Wells Fargo Commercial Mortgage
        Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C39

         

        NOTICE
ADDRESS:

        Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington, Delaware, 19890

        Attention: CMBS Trustee WFCM 2017-C39

         

        with
        a copy to:

         

        Fax
        number: (302) 636-4140;

        Email: cmbstrustee@wilmingtontrust.com

         

        NOTE
        A-2-2: 

         

        Barclays
        Bank PLC

         

        NOTICE
        ADDRESS:

         

        Barclays
        Bank PLC  

        745
        Seventh Avenue  

        New
        York, New York  

        Facsimile
        Number: (646) 758-1700  

        Attention:
        Daniel Vinson, Managing Director  

        Email:
        Daniel.vinson@barclays.com

         

        with
        a copy to:

         

        Barclays
        Bank PLC  

        745
        Seventh Avenue  






 






     Exhibit S-3


     


    

 


	 	New
                                         York, New York  

        Facsimile
        No.: (212) 412-7519  

        Attention:
        Steven P. Glynn, Legal Department  

        Email:
        steven.glynn@barclays.com 

	Lafayette
    Centre	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 2017-GS5

         

        NOTICE
        ADDRESS:

         

        Wells
        Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        GS Mortgage Securities Trust 2017-GS5

         

        NOTE
        A-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 2017-GS6

         

        NOTICE
        ADDRESS:

         

        Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2017-GS6 

	Loma
    Linda	NOTE
                                         A-2:

         

        Goldman
        Sachs Mortgage Company

         

        NOTICE
        ADDRESS:

         

        Goldman
        Sachs Mortgage Company

        200 West Street 

        New
        York, New York 10282 

        Attention:
        Leah Nivison 






 






     Exhibit S-4


     


    

 


	Long
    Island Prime Portfolio - Melville	NOTE
                                         A-2: 

         

        Wilmington
        Trust, National Association, as Trustee, for the Benefit of the Registered Holders of the Wells Fargo Commercial Mortgage
        Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-C38

         

        NOTICE
        ADDRESS:

        

        Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington, Delaware, 19890

        Attention: CMBS Trustee WFCM 2017-C38

         

        with
        a copy to:

         

        Fax
        number: (302) 636-4140;

        Email: cmbstrustee@wilmingtontrust.com

         

	Petco
    Corporate Headquarters	NOTE
                                         A-2:

         

        Goldman
        Sachs Mortgage Company

         

        NOTICE
        ADDRESS:

         

        Goldman
        Sachs Mortgage Company

        200 West Street 

        New
        York, New York 10282 

        Attention:
Leah Nivison 

	Olympic
    Tower	NOTES
                                         A-1-S, A-2-S, A-3-S, B-1, B-2, B-3:

         

        Wells
        Fargo Bank, National Association, as Trustee, for the Benefit of the Holders of the Olympic Tower 2017-OT Mortgage Trust,
        Commercial Mortgage Pass-Through Certificates, Series 2017-OT

         

        NOTICE
        ADDRESS:

         

        Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services – Olympic
Tower 2017-OT

Email: cts.cmbs.bond.admin@wellsfargo.com;  



 






     Exhibit S-5


     


    

 


	 	trustadministrationgroup@wellsfargo.com

         

        NOTES
        A-1-C1, A-1-C4, A-1-C5

         

        Wells
        Fargo Bank, National Association, as Trustee, for the Benefit of the Holders of the DBJPM 2017-C6 Mortgage Trust, Commercial
        Mortgage Pass-Through Certificates, Series 2017-C6

         

        NOTICE
        ADDRESS:

         

        Wells
        Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services - DBJPM 2017-C6

         

        with
        copies to:

         

        ct.cmbs.bond.admin@wellsfargo.com;
        and 

        trustadministrationgroup@wellsfargo.com.

         

        NOTES
        A-1-C2, A-1-C3:

         

        Wilmington
        Trust, National Association, as Trustee, for the Benefit of the Registered Holders of the CD 2017-CD5 Mortgage Trust,
        Commercial Mortgage Pass-Through Certificates, Series 2017-CD5

         

        NOTICE
        ADDRESS:

        

        Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington, Delaware, 19890

        Attention: CMBS Trustee CD 2017-CD5

         

        with
        a copy to:

         

        Fax
        number: (302) 636-4140;

        Email: cmbstrustee@wilmingtontrust.com

         

        NOTE
        A-2-C2:

         

        Goldman
        Sachs Mortgage Company 

         

        NOTICE
        ADDRESS:






 






     Exhibit S-6


     


    

 


	 	

        

        Goldman
        Sachs Mortgage Company

        200 West Street

        

        New
        York, New York 10282

        

        Attention:
        Leah Nivison

         

        NOTE
        A-3-C:

         

        Wilmington
        Trust, National Association, as Trustee, for the Benefit of the Registered Holders of the BANK 2017-BNK5, Commercial Mortgage
        Pass-Through Certificates, Series 2017-BNK5

         

        NOTICE
        ADDRESS:

         

        Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee BANK 2017-BNK5

         

        with
        a copy to:

        

        CMBSTrustee@wilmingtontrust.com

        Facsimile No.: (302) 636-4140 

	90
    Fifth Avenue	NOTES
                                         A-2, A-3:

         

        Goldman
        Sachs Mortgage Company

         

        NOTICE
        ADDRESS:

         

        Goldman
        Sachs Mortgage Company

        200 West Street 

        New
        York, New York 10282 

        Attention:
        Leah Nivison 

	Marriott
    Grand Cayman	NOTES
                                         A-1, A-2:

         

        CCRE
        Loan Seller IV, LLC

         

        NOTICE
        ADDRESS:

         

        CCRE
        Loan Seller IV, LLC 

        c/o
        Cantor Commercial Real Estate Lending, L.P. 

        110
        East 59th Street, 6th Floor 

        New
        York, New York 10022 

        Attention:
        Legal Department 

        Email:
        legal@ccre.com 



 






     Exhibit S-7


     


    

 


	Shops
    at Boardman	NOTE
                                         A-2:

         

        Goldman
        Sachs Mortgage Company

         

        NOTICE
        ADDRESS:

         

        Goldman
        Sachs Mortgage Company

        200 West Street 

        New
        York, New York 10282 

        Attention:
        Leah Nivison 

	One
    West 34th Street	NOTE
                                         A-1:

         

        Wilmington
        Trust, National Association, as Trustee, for the Benefit of the Registered Holders of the BANK 2017-BNK4, Commercial Mortgage
        Pass-Through Certificates, Series 2017-BNK4

         

        NOTICE
        ADDRESS:

         

        Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee BANK 2017-BNK4

         

        with
        a copy to:

         

        CMBSTrustee@wilmingtontrust.com

        Facsimile No.: (302) 636-4140

         

        NOTE
        A-2:

         

        Wilmington
        Trust, National Association, as Trustee, for the Benefit of the Registered Holders of the UBS 2017-C1, Commercial Mortgage
        Pass-Through Certificates, Series 2017-C1

         

        NOTICE
        ADDRESS:

         

        Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: UBS 2017-C1

         

        with
        a copy to:

        

        CMBSTrustee@wilmingtontrust.com

        Facsimile No.: (302) 636-4140 






 






     Exhibit S-8


     


    

 


	 	NOTE
                                         A-3-1:

         

        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 2017-GS6

         

        NOTICE
        ADDRESS:

        

        Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2017-GS6 

	CH2M
    Global Headquarters	 

                                                                                                                                                                   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 2017-GS6

         

        NOTICE
        ADDRESS:

        

        Wells
        Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        GS Mortgage Securities Trust 2017-GS6

         





 






     Exhibit S-9


     


    

 





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 August 1, 2017 (the “GS7
PSA”), by and among GS Mortgage Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as
master servicer (in such capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer
(the “Special Servicer”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity,
the “Certificate Administrator”) and Cayman Agent, Wilmington Trust, National Association, as trustee (the
“Trustee”), and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”),
pursuant to which the GS Mortgage Securities Trust 2017-GS7 (the “GS7 Trust”) was established and the [1999
Avenue of the Stars][Lafayette Centre][Olympic Tower][[After the applicable Servicing Shift Securitization


 



     Exhibit T-1


     


    

 


Date:]
Marriott Grand Cayman][One West 34th Street][CH2M Global Headquarters] Mortgage Loan was transferred to the GS7 Trust as of August
24, 2017 (the “Closing Date”).


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.          Wilmington
Trust, National Association, as trustee under the GS7 PSA, is the holder of the [1999 Avenue of the Stars][Lafayette Centre][Olympic
Tower][[After the applicable Servicing Shift Securitization Date:] Marriott Grand Cayman][One West 34th Street][CH2M Global Headquarters]
Mortgage Loan.


 


2.          You
are directed to remit to Wells Fargo Bank, National Association, as master servicer under the GS7 PSA, all amounts payable to,
and to forward, deliver or otherwise make available, as the case may be, to Wells Fargo Bank, National Association, as master
servicer under the GS7 PSA, all reports, statements, documents, communications and other information that are to be forwarded,
delivered or otherwise made available to, the holder of the [1999 Avenue of the Stars][Lafayette Centre][Olympic Tower][[After
the applicable Servicing Shift Securitization Date:] Marriott Grand Cayman][One West 34th Street][CH2M Global Headquarters] Mortgage
Loan, under the [Other Pooling and Servicing Agreement], and the [1999 Avenue of the Stars][Lafayette Centre][Olympic Tower][[After
the applicable Servicing Shift Securitization Date:] Marriott Grand Cayman][One West 34th Street][CH2M Global Headquarters] Mortgage
Loan Co-Lender Agreement, as applicable.


 


The
[1999 Avenue of the Stars][Lafayette Centre][Olympic Tower][[After the applicable Servicing Shift Securitization Date:] Marriott
Grand Cayman][One West 34th Street][CH2M Global Headquarters] Mortgage Loan [is][is not] a Significant Obligor (as such term is
defined in the GS7 PSA) under the GS7 PSA.


 


3.          The
contact information for the GS7 Trustee, the GS7 Certificate Administrator, the GS7 Master Servicer, the GS7 Special Servicer,
and the GS7 Controlling Class Representative with respect to the [1999 Avenue of the Stars][Lafayette Centre][Olympic Tower][[After
the applicable Servicing Shift Securitization Date:] Marriott Grand Cayman][One West 34th Street][CH2M Global Headquarters] Mortgage
Loan are as follows: 


	 

                                                                                                                                         GS7
                                         Trustee:

         
	 	Wilmington
                                         Trust, National Association

                                         1100 North Market Street

                                         Wilmington, Delaware 19890

                                         Attention: CMBS Trustee 

        Facsimile:
        (302) 630-4140 

        Email:
        CMBSTrustee@wilmingtontrust.com 

	

                                                                                 

                                                                                GS7 Certificate Administrator:
	 	 

                                                                                                                                                                   Wells
                                         Fargo Bank, National Association 

        9062
        Old Annapolis Road 

        Columbia,
        Maryland 21045 

        Attention:
        Corporate Trust Services (CMBS) 

        GS
        Mortgage Securities Trust 2017-GS7 

	

                                                                                 

                                                                                GS7 Master Servicer:
	 	

                                                                                 

                                                                                Wells Fargo Bank, National Association
 Commercial Mortgage Servicing
 MAC-D1050-084




 


 


 






     Exhibit T-2


     


    

 


	 	 	Three
    Wells Fargo

    401 South Tryon Street, 8th Floor

    Charlotte, North Carolina 28202

    Attention: GS 2017-GS7 Asset Manager

    Email: commercial.servicing@wellsfargo.com
	GS7
    Special Servicer:	 	 

                                                                                                                                                                   Rialto
                                         Capital Advisors, LLC 

        790
        NW 107th Avenue, 4th Floor 

        Miami,
        Florida 33172 

        Attention:
        Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer 

        Facsimile:
        (305) 229-6425 

	GS7
    Controlling Class Representative:	 	RREF
                                         III-D AIV RR H, 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 



 


4.          The
GS7 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 GS7 PSA will be available upon request.


 





	 	Very
    truly yours,
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 






     Exhibit T-3


     


    

 





EXHIBIT
U


 


FORM
OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


  


	To: 	 	 
	 	Moody’s
                                         Investors Service, Inc.

                                         7 World Trade Center

                                         250 Greenwich Street

                                         New York, New York 10007

                                         Attention: Commercial Mortgage Surveillance Group

                                         E-mail: CMBSSurveillance@moodys.com 
	Kroll
                                         Bond Rating Agency, Inc. 

        845
        Third Avenue, 4th Floor 

        New
        York, New York 10022 

        Attention:
        CMBS Surveillance 

        Facsimile
        No.: (646) 731-2395 

	 	 	 
	 	Fitch
    Ratings, Inc.

    One State Street Plaza

    New York, New York 10004

    Attention: Commercial Mortgage Backed Securities Surveillance

    Facsimile No.: (212) 635-0295

    E-mail: info.cmbs@fitchratings.com	 


 


		From:	Wells
                                         Fargo Bank, National Association, in its capacity as Master Servicer under the Pooling
                                         and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing
                                         Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
                                         Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors,
                                         LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
                                         and Cayman Agent, Wilmington Trust, National Association, as Trustee, and Park Bridge
                                         Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.



 


		Date:	_________,
                                         20___



 


		Re:	GS Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7
 
 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.


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






     Exhibit U-5


     


    

 





EXHIBIT
V


 


FORM
OF OPERATING ADVISOR ANNUAL REPORT1


 


Report
Date: This report will be delivered, pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated as
of [____] (the “Pooling and Servicing Agreement”), among [_______].

Transaction: GS Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS7

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer as of December 31, [__]: [_______]





Directing
Holder: [_______]


 


		I.	Population
                                         of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The
                                         Special Servicer has notified the Operating Advisor that [●] Specially Serviced
                                         Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●]
                                         of those Specially Serviced Loans are still being analyzed by the Special Servicer as
                                         part of the development of [a Final] Asset Status Report.



 


		b.	[Final]
                                         Asset Status Reports were issued with respect to [●] of such Specially Serviced
                                         Loans. This report is based only on the Specially Serviced Loans in respect of which
                                         [a Final] Asset Status Report has been issued. The [Final] Asset Status Reports may not
                                         yet be fully implemented.



 


		2.	Prior
                                         to an Operating Advisor Consultation Event, if one Mortgage Loan is in special servicing
                                         and if the Special Servicer has subsequently completed a Major Decision with respect
                                         to such Specially Serviced Loan, the Special Servicer has provided the applicable fully
                                         executed Major Decision Reporting Package approved or deemed approved by the Directing
                                         Holder to the Operating Advisor concurrently with delivery to the Directing Holder.



 


		3.	After
                                         an Operating Advisor Consultation Event, the Special Servicer has provided to the Operating
                                         Advisor:



 


		a.	with
                                         respect to each Major Decision for the following non-Specially Serviced Loans, the related
                                         Major Decision Reporting Package and the



 





 



 





1
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year.
The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject
to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to
Privileged Information.





 






     Exhibit V-1


     


    

 





			opportunity
                                         to consult with respect to such Major Decision and recommended action:


 ________


 ________


 ________


 ________


 


		b.	with
                                         respect to following Specially Serviced Loans, each related Asset Status Report and the
                                         opportunity to consult with respect to such recommended action:



 ________ 


 ________


 


		II.	Executive
                                         Summary



 


Based
on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the
Operating Advisor (in accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing
Agreement) has undertaken a limited review of the Special Servicer’s actions under the Pooling and Servicing Agreement on
the loans identified in this report. Based solely on such limited review of the items listed below, and subject to the assumptions,
limitations and qualifications set forth herein, the Operating Advisor believes, in its sole discretion exercised in good faith,
that the Special Servicer [is/is not] operating in compliance with the Servicing Standard with respect to its performance of its
duties under the Pooling and Servicing Agreement during the prior calendar year on a “platform-level” basis. [The
Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer has failed to comply with
the Servicing Standard, as a result of the following material deviations.]


 


		●	[LIST
                                         OF ANY MATERIAL DEVIATION ITEMS]



 


In
addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


[ADD
RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 


		III.	List
                                         of Items that Were Considered in Compiling this Report



 


In
rendering our assessment herein, we examined and relied upon the accuracy and completeness of the items listed below:


 


		1.	Any
                                         Major Decision Reporting Package that is delivered or made available to the Operating
                                         Advisor by the Special Servicer pursuant to the Pooling and Servicing Agreement



 


		2.	Reports
                                         by the Special Servicer made available to Privileged Persons that are posted on the certificate
                                         administrator’s website that is relevant to the Operating Advisor’s obligations
                                         under the Pooling and Servicing Agreement, each Asset



 






     Exhibit V-2


     


    




 


			Status
                                         Report (after an Operating Advisor Consultation Event), and each Final Asset Status Report,
                                         in each case, delivered or made available to the Operating Advisor Pursuant to the terms
                                         of the Pooling and Servicing Agreement.





 


		3.	The
                                         Special Servicer’s assessment of compliance report, attestation report by a third
                                         party regarding the Special Servicer’s compliance with its obligations and net
                                         present value calculations and Appraisal Reduction Amount calculations delivered or made
                                         available to the Operating Advisor pursuant to the terms of the Pooling and Servicing
                                         Agreement.



 


		4.	[LIST
                                         OTHER REVIEWED INFORMATION].



 


		5.	[INSERT
                                         IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT: Consulted with the Special Servicer
                                         as provided under the Pooling and Servicing Agreement on Asset Status Reports for a Specially
                                         Serviced Loan delivered or made available to the Operating Advisor pursuant to the terms
                                         of the Pooling and Servicing Agreement and with respect to Major Decisions processed
                                         by the Special Servicer.]



 


NOTE:
The Operating Advisor’s review of the above materials should be considered a limited review and not be considered a full
or limited audit. For instance, we did not review each page of the Special Servicer’s policy and procedure manuals (including
amendments and appendices), review underlying lease agreements or similar documents, re-engineer the quantitative aspects of their
net present value calculator, visit any related property, visit the Special Servicer, visit the Directing Holder or interact with
any borrower. In addition, our review of the net present value calculations and Appraisal Reduction calculations is limited to
the mathematical accuracy of the calculations and the corresponding application of the non-discretionary portions of the applicable
formulas, and as such, does not take into account the reasonableness of the discretionary portions of such formulas.


 


		IV.	Assumptions,
                                         Qualifications and Disclaimers Related to the Work Product Undertaken and Opinions Related
                                         to this Report



 


		1.	As
                                         provided in the Pooling and Servicing Agreement, the Operating Advisor is not required
                                         to report on instances of non-compliance with, or deviations from, the Servicing Standard
                                         or the special servicer’s obligations under the Pooling and Servicing Agreement
                                         that the Operating Advisor determines, in its sole discretion exercised in good faith,
                                         to be immaterial.



 


		2.	In
                                         rendering our assessment herein, we have assumed that all executed factual statements,
                                         instruments, and other documents that we have relied upon in rendering this assessment
                                         have been executed by persons with legal capacity to execute such documents.



 


		3.	Other
                                         than the receipt of any Major Decision Reporting Package or any Asset Status Report that
                                         is delivered or made available to the Operating Advisor pursuant to the terms of the
                                         Pooling and Servicing Agreement, the Operating Advisor did not participate in, or have
                                         access to, the Special Servicer’s and Directing Holder’s



 






     Exhibit V-3


     


    

 





			discussion(s)
                                         regarding any Specially Serviced Loan. The Operating Advisor does not have authority
                                         to speak with the Directing Holder directly. As such, the Operating Advisor relied solely
                                         upon the information delivered to it by the Special Servicer as well as its interaction
                                         with the Special Servicer, if any, in gathering the relevant information to generate
                                         this report. The services that we perform are not designed and cannot be relied upon
                                         to detect fraud or illegal acts should any exist.


 


		4.	The
                                         Special Servicer has the legal authority and responsibility to service any Specially
                                         Serviced Loan pursuant to the Pooling and Servicing Agreement. The Operating Advisor
                                         has no responsibility or authority to alter the standards set forth in the Pooling and
                                         Servicing Agreement or the actions of the Special Servicer.



 


		5.	Confidentiality
                                         and other contractual limitations limit the Operating Advisor’s ability to outline
                                         the details or substance of any communication held between it and the Special Servicer
                                         regarding any Specially Serviced Loan and certain information it reviewed in connection
                                         with its duties under the Pooling and Servicing Agreement. As a result, this report may
                                         not reflect all the relevant information that the Operating Advisor is given access to
                                         by the Special Servicer.



 


		6.	The
                                         Operating Advisor is not empowered to speak with any investors directly. If the investors
                                         have questions regarding this report, they should address such questions to the certificate
                                         administrator through the certificate administrator’s website.



 


		7.	This
                                         report does not constitute recommendations to buy, sell or hold any security, nor does
                                         the Operating Advisor take into account market prices of securities or financial markets
                                         generally when performing its limited review of the Special Servicer as described above.



 


Terms
used but not defined in this report have the meaning set forth in the Pooling and Servicing Agreement.


 






     Exhibit V-4


     


    

 





EXHIBIT
W


 


Form
of Notice from Operating Advisor Recommending Replacement of Special Servicer


 


Wilmington
Trust, National Association 


  as
Trustee

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee 


Facsimile:
(302) 630-4140 


Email:
CMBSTrustee@wilmingtontrust.com


 



 


Wells
Fargo Bank, National Association

  as Certificate Administrator 


9062
Old Annapolis Road 


Columbia,
Maryland 21045-1951 


Attention:
Corporate Trust Services (CMBS) 


GS
Mortgage Securities Trust 2017-GS7 


Telecopy
Number: (410) 715-2380 


 





Rialto
Capital Advisors, LLC 


790
NW 107th Avenue, 4th Floor 


Miami,
Florida 33172


Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer 


Facsimile:
(305) 229-6425


 


		Re:	GS
                                         Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-GS7, 

                                         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 August 1, 2017 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and Cayman Agent, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, on behalf of the holders of GS Mortgage Securities Trust 2017-GS7,
Commercial Mortgage Pass-Through Certificates, Series 2017-GS7 (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.


 






     Exhibit W-1


     


    

 


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: [________].


 


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


 


[Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

MAC-D1050-084

Three Wells Fargo

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: GS 2017-GS7 Asset Manager

Telecopy Number: (704) 715-0036

Email: commercial.servicing@wellsfargo.com]


 


[Rialto
Capital Advisors, LLC 


790
NW 107th Avenue, 4th Floor 


Miami,
Florida 33172 


Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer 


Facsimile:
(305) 229-6425]


 


		Re:	Access
                                         to Certain Information Regarding GS Mortgage Securities Trust 2017-GS7, Commercial Mortgage
                                         Pass-Through Certificates, Series 2017-GS7



 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing
Agreement”), among the GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and Cayman Agent, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer. Defined terms used herein and not otherwise defined shall have the meanings set
forth in the Pooling and Servicing Agreement.


 


[Wells
Fargo Bank, National Association (“Wells Fargo”)][Rialto Capital Advisors, LLC (“Rialto”)]
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.


 


[Wells
Fargo][Rialto] will provide the Company with certain confidential, non-public servicing information (the “Confidential
Information”) pertaining to the Mortgage Loans and the related 


 



     Exhibit X-1


     


    

 


[_____]
[__], 20[__] 

Page 2 


 


Mortgaged
Properties and borrowers. The Company acknowledges that the Confidential Information (a) includes or may be based upon information
provided to [Wells Fargo][Rialto] by third parties, (b) may not have been verified by [Wells Fargo][Rialto], and (c) may be incomplete
or contain inaccuracies. The Company agrees that [Wells Fargo][Rialto], the [“Master Servicer”] [“Special
Servicer”] (as defined in the Pooling and Servicing Agreement) and its Representatives (as defined below) shall not
have any liability to the Company or its Representatives resulting from (x) any inaccuracies or omissions in the Confidential
Information, (y) any use of the Confidential Information, or (z) [Wells Fargo][Rialto]’s failure or inability to provide
the Confidential Information to the Company for any reason. Notwithstanding the foregoing, the following will not constitute “Confidential
Information” for purposes of this letter agreement: (a) information that was already in Company’s possession prior
to its receipt from [Wells Fargo][Rialto]; (b) information that is obtained by Company from a third person who, insofar as is
known to Company, is not prohibited from transmitting the information to Company by a contractual, legal or fiduciary obligation
to [Wells Fargo][Rialto]; (c) information that is or becomes publicly available through no fault of Company; and (d) information
that is independently developed by Company. The term “Representatives” with respect to any entity shall mean the officers,
directors, general partners, employees, agents, affiliates, auditors and legal counsel (which may be internal counsel) of that
entity.


 


The
Company may have access to the Confidential Information through (at [Wells Fargo][Rialto]’s election): (i) responses to
reasonable written inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Wells
Fargo][Rialto]’s surveillance group, or (iii) direct on-line access (read-only capacity) to the information available on
the applicable [____] system or any successor or replacement system (“System”). [Wells Fargo][Rialto] may cease
or defer providing the Company with Confidential Information in the event that (a) the Company or its Representatives violate
any provision hereof, or (b) [Wells Fargo][Rialto] determines (in its sole discretion) that such termination is necessary for
any reason, including its determination that such action is required pursuant to the terms of the Pooling and Servicing Agreement,
the related Mortgage Loan documents, or any applicable law. [Wells Fargo][Rialto] shall cease to provide the Company with Confidential
Information if [Wells Fargo][Rialto] has actual knowledge that the Company or its Representatives are affiliates of any borrower
under the Mortgage Loan documents and [Wells Fargo][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. [Wells Fargo][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


 



     Exhibit X-2


     


    

 


[_____]
[__], 20[__] 

Page 3 


 


Company
will take reasonable measures to ensure that each Representative is advised of this letter agreement and agrees to keep the Confidential
Information confidential. The Company shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding
the foregoing, the Company may subsequently provide all or any part of such Confidential Information to any other person or entity
that holds or is contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms
such ownership interest or prospective ownership interest and provided that, prior to the delivery of such Confidential
Information, such persons shall have executed and delivered to the Company an agreement that is substantially similar in form
and substance to this agreement.


 


This
letter agreement shall be governed by and construed in accordance with the laws of the State of New York without the application
of conflict of laws principles. Anything herein to the contrary notwithstanding, [Wells Fargo][Rialto] intends at all times to
comply with the terms and provisions of the Pooling and Servicing Agreement and nothing in this letter agreement should be construed
to limit or qualify any of [Wells Fargo][Rialto]’s rights or obligations under the Pooling and Servicing Agreement. This
letter agreement may be executed in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart shall
be deemed to be an original instrument, and all such counterparts together shall constitute one agreement.


 


This
agreement shall terminate with respect to the information received by the Company one year after the Company receives such information
or ceases to be a Certificateholder. Company agrees that this letter agreement supersedes and replaces and survives any click-through
agreement regarding confidentiality of Confidential Information agreed to in connection with accessing the System whether agreed
to in accessing the System before or after signing this letter agreement.


 






     Exhibit X-3


     


    

 





Please
have an authorized signatory countersign in the space provided below to indicate the Company’s confirmation of, and agreement
to, the matters set forth herein.


 





	 	Very truly yours,
	 	 
	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]




 





	 	[RIALTO CAPITAL ADVISORS, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]




 





	CONFIRMED AND AGREED TO:	 
	 	 
	[COMPANY NAME]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 




 






     Exhibit X-4


     


    

 


EXHIBIT
Y


 


FORM
CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION





 


I,
[identifying the certifying individual], certify that:


 


		1.	I
                                         have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed
                                         in respect of the period covered by this report on Form 10-K of the GS Mortgage Securities
                                         Trust 2017-GS7 (the “Exchange Act periodic reports”);



 


		2.	Based
                                         on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain
                                         any untrue statement of a material fact or omit to state a material fact necessary to
                                         make the statements made, in light of the circumstances under which such statements were
                                         made, not misleading with respect to the period covered by this report;



 


		3.	Based
                                         on my knowledge, all of the distribution, servicing and other information required to
                                         be provided under Form 10-D for the period covered by this report is included in the
                                         Exchange Act periodic reports;



 


		4.	Based
                                         on my knowledge and the servicer compliance statements required in this report under
                                         Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports,
                                         the Master Servicer and the Special Servicer have fulfilled their obligations under the
                                         Pooling and Servicing Agreement in all material respects; and



 


		5.	All
                                         of the reports on assessment of compliance with servicing criteria for asset-backed securities
                                         and their related attestation reports on assessment of compliance with servicing criteria
                                         for asset-backed securities required to be included in this report in accordance with
                                         Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included
                                         as an exhibit to this report, except as otherwise disclosed in this report. Any material
                                         instances of noncompliance described in such reports have been disclosed in this report
                                         on Form 10-K.



 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


(A)
Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator and Cayman Agent, Wilmington Trust, National Association, as Trustee, and Park
Bridge Lender Services 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 1999 Avenue of the Stars, Lafayette
Centre and CH2M Global Headquarters Mortgage Loans, Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer for the 1999 Avenue of the Stars and CH2M Global


 



     Exhibit Y-1


     


    

 


Headquarters
Mortgage Loans, Rialto Capital Advisors, LLC, as Special Servicer for the Lafayette Centre Mortgage Loan, Wells Fargo Bank, National
Association, as Trustee, Certificate Administrator and Custodian for the Lafayette Centre Loan and Pentalpha Surveillance LLC
as Operating Advisor and Asset Representations Reviewer for the 1999 Avenue of the Stars, Lafayette Centre and CH2M Global Headquarters
Mortgage Loans;


 


(C)
Wells Fargo Bank, National Association, as Master Servicer for the One West 34th Street Mortgage Loan, Rialto Capital Advisors,
LLC, as Special Servicer for the One West 34th Street Mortgage Loan, Wilmington Trust, National Association, as Trustee for the
One West 34th Street Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator and Custodian for the
One West 34th Street Mortgage Loan and Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer for
the One West 34th Street Mortgage Loan;


 


(D)
KeyBank National Association, as Master Servicer and as Special Servicer for the Olympic Tower Mortgage Loan and Wells Fargo Bank,
National Association, as Trustee, Certificate Administrator and Custodian for the Olympic Tower Mortgage Loan; and


 


(E)
[AFTER THE APPLICABLE SERVICING SHIFT SECURITIZATION DATE:] [______], as Master Servicer for the Marriott Grand Cayman Mortgage
Loan, [______], as Special Servicer for the Marriott Grand Cayman Mortgage Loan, [______], as Trustee for the Marriott Grand Cayman
Mortgage Loan, [______], as Certificate Administrator for the Marriott Grand Cayman Mortgage Loan, and [______], as Operating
Advisor and Asset Representations Reviewer for the Marriott Grand Cayman Mortgage Loan;


 


Date: _________________________ 





	 	 	 
	[NAME OF OFFICER]	 	 
	(Senior officer in charge of securitization of the depositor)	 	 



 






     Exhibit Y-2


     


    







 


EXHIBIT
Z-1


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


GS
Mortgage Securities Corporation II 


200
West Street 


New
York, New York 10282 


Attention:
Leah Nivison


 


		Re:	GS
                                         Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-GS7, issued pursuant to the Pooling and Servicing Agreement dated as of August 1,
                                         2017 (the “Pooling and Servicing Agreement”), among GS Mortgage Securities
                                         Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
                                         Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association,
                                         as Certificate Administrator and Cayman Agent, Wilmington Trust, National Association,
                                         as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
                                         Reviewer. 



 


I,
[identity of certifying individual], hereby certify to the Depositor and its officers, directors and Affiliates (collectively,
the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will
rely on this Certification in connection with the certification concerning the Trust to be signed by an officer of the Depositor
and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I
(or an officer under my supervision) have reviewed the annual report on Form 10-K for the period ended December 31, 20[__] (the
“Form 10-K”) and all reports on Form 10-D and Form 8-K filed in respect of the period covered by the Form 10-K
of the Trust (collectively, with the Form 10-K, the “Reports”);


 


2.          Based
on my knowledge, the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by the Form 10-K;


 


3.          Based
on my knowledge, all of the distribution and other information required to be provided by the Certificate Administrator under
the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Reports
and all of the distribution, servicing and other information provided to the Certificate Administrator by the trustee, the custodian,
the master servicer, the special 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-GS7, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS7, issued pursuant to the Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing
Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and Cayman Agent, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer. 



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.          I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the Master
Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period
ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Master Servicer in
accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K of the Trust (collectively, with the Form 10-K, the “Reports”)
(such information provided by the Master Servicer, collectively, the “Master Servicer Periodic Information”);


 


2.          Based
on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, the Master Servicer Periodic Information,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by the Form 10-K;


 



     Exhibit Z-2-1


     

    




 


3.          Based
on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, all of servicing and other information required
to be provided by the Master Servicer under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered
by the Form 10-K is included in the Master Servicer Periodic Information;


 


4.          I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Master Servicer under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Master Servicer
compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Master Servicer Periodic Information, the Master Servicer
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.          The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Master Servicer
or any Servicing Function Participant retained by the Master Servicer (the “Relevant Servicing Criteria”) and
their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and
Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of
noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance is fairly
stated in all material respects.


 


This Certification is being signed by me as
an officer of the Master Servicer responsible for reviewing the activities performed by the Master Servicer under the Pooling and
Servicing Agreement.


 


	Dated: 	 	 





	 	 	 
	 	 	Name:
	 	 	Title:







 









     Exhibit Z-2-2


     

    

 


Exhibit
Z-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	GS Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS7, issued pursuant to the Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing
Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and Cayman Agent, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer. 



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.          I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the 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-GS7, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS7, issued pursuant to the Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing
Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and Cayman Agent, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer. 



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.          I
(or officers under my supervision) have reviewed the information required to be provided by the Trustee in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Trustee in accordance with the Pooling and Servicing Agreement
for inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of
the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Trustee, collectively,
the “Trustee Periodic Information”);


 


2.          Based
on my knowledge, the Trustee Periodic Information, taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 



    Exhibit Z-4-1


     


    




 


3.          Based
on my knowledge, all information required to be provided by the Trustee under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Trustee Periodic Information;


 


4.          I
(or officers under my supervision) am responsible for reviewing the activities performed by the Trustee under the Pooling and Servicing
Agreement, and based on my knowledge and the compliance review conducted in preparing the Trustee’s compliance statement
to be delivered under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under Item 1123
of Regulation AB, and except as disclosed in the Trustee Periodic Information, the Trustee has fulfilled its obligations under
the Pooling and Servicing Agreement in all material respects; and


 


5.         All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee or any
Servicing Function Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is
fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Trustee responsible for reviewing the activities performed by the Trustee under the Pooling and Servicing
Agreement.


 


	Dated: 	 	 





	 	 	 
	 	 	Name:
	 	 	Title:



 











    Exhibit Z-4-2


     


    

 


Exhibit
Z-5


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	GS Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS7, issued pursuant to the Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing
Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and Cayman Agent, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer. 



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.          I
(or officers under my supervision) have reviewed the information required to be provided by the Operating Advisor in accordance
with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__]
(“Form 10-K”) and all information required to be provided by the Operating Advisor in accordance with the Pooling
and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered
by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by
the Operating Advisor, collectively, the “Operating Advisor Periodic Information”);


 


2.          Based
on my knowledge, the Operating Advisor Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


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 Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS7, issued pursuant to the Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing
Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and Cayman Agent, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer.  



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.         I
(or officers under my supervision) have reviewed the information required to be provided by the Custodian in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Custodian in accordance with the Pooling and Servicing Agreement
for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of
the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Custodian, collectively,
the “Custodian Periodic Information”);


 


2.         Based
on my knowledge, the Custodian Periodic Information, taken as a whole, does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


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-GS7, Commercial Mortgage Pass-Through Certificates,
Series 2017-GS7, issued pursuant to the Pooling and Servicing Agreement dated as of August 1, 2017 (the “Pooling and Servicing
Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and Cayman Agent, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer. 



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.         I
(or officers under my supervision) have reviewed the information required to be provided by the Asset Representations Reviewer
in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December
31, 20[__] (“Form 10-K”) and all information required to be provided by the Asset Representations Reviewer in
accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”)
(such information provided by the Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic
Information”);


 


2.          Based
on my knowledge, the Asset Representations Reviewer Periodic Information, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the Form 10-K;


 


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)

         

	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer



 





 



 


2 Only to the extent
that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable calendar
year.


 






     Exhibit AA-2


     

    

 


	APPLICABLE
    Servicing Criteria 	applicable

PARTY
	Reference	Criteria	 
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
Servicer

Operating Advisor 

        Asset
        Representations Reviewer3

         

	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A


 





 



 


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-3


     

    

  


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-GS7 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-GS7 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-GS7 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-GS7 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-GS7 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-GS7 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-GS7
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-GS7 


 


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 August 1, 2017 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator and Cayman Agent, Wilmington Trust, National Association, as Trustee, and Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned, as [ ], hereby notifies
you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure: 





 


Any
inquiries related to this notification should be directed to [                          ], phone number: [               ]; email address: [                            ].


 





	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc:
Depositor


 






    Exhibit EE-1


     


    

 


EXHIBIT
FF


 


INITIAL
SUB-SERVICERS


 


	Mortgage

Loan Seller	Property
    Name	Sub-Servicer
    Name	Sub-Servicer’s

Duties
	GSMC	Willow
    Bend Apartments	Berkadia
    Commercial Mortgage LLC	Cashiering
	GSMC	Laguna
    Seca	NRC
    Group, Inc.	Cashiering
	GSMC	Raymond
    James Financial Center	Bernard
    Financial Corporation	Cashiering
	GSMC	Pi’ilani
    Village	NorthMarq
    Capital, LLC	Cashiering
	GSMC	Fountain
    Lake	Holliday
    Fenoglio Fowler, L.P.	Not
    Applicable, Broker Strip
	GSMC	Margaritaville
    Lake of the Ozarks	Holliday
    Fenoglio Fowler, L.P.	Not
    Applicable, Broker Strip
	GSMC	Sienna
    Bay	Holliday
    Fenoglio Fowler, L.P.	Not
    Applicable, Broker Strip
	GSMC	Greenville
    Avenue	Holliday
    Fenoglio Fowler, L.P.	Not
    Applicable, Broker Strip
	GSMC	Adelanto
    Market Plaza	Holliday
    Fenoglio Fowler, L.P.	Not
    Applicable, Broker Strip
	GSMC	Discovery
    Plaza	Holliday
    Fenoglio Fowler, L.P.	Not
    Applicable, Broker Strip
	GSMC	Erindale
    Square	Holliday
    Fenoglio Fowler, L.P.	Not
    Applicable, Broker Strip
	GSMC	Towne
    Centre Offices	Holliday
    Fenoglio Fowler, L.P.	Not
    Applicable, Broker Strip
	GSMC	Long
    Island Prime Portfolio - Uniondale	Holliday
    Fenoglio Fowler, L.P.	Not
    Applicable, Broker Strip
	GSMC	Long
    Island Prime Portfolio - Melville	Holliday
    Fenoglio Fowler, L.P.	Not
    Applicable, Broker Strip
	GSMC	Quail
    Plaza	CBRE
    Loan Services, Inc.	Non-Cashiering
	GSMC	Echelon	CBRE
    Loan Services, Inc.	Non-Cashiering
	GSMC	Heritage
    Square	Bellwether
    Enterprise Real Estate Capital, LLC	Not
    Applicable, Broker Strip
	GSMC	Shops
    at Boardman	PFG
    Servicing Corporation	Not
    Applicable, Broker Strip




 



    Exhibit FF-1


     


    

 


EXHIBIT
GG


 


SERVICING
FUNCTION PARTICIPANTS


 


None.


 






    Exhibit GG-1 


     


    

 





EXHIBIT
HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



GS Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7
(the “Trust”)


 


I,
[identifying the certifying individual], on behalf of [Wells Fargo Bank, National Association, as Master Servicer] [Rialto Capital
Advisors, LLC, as Special Servicer] [Wilmington Trust, National Association, as Trustee] [Wells Fargo Bank, National Association,
as Certificate Administrator] (the “Certifying Servicer”), certify to GS Mortgage Securities Corporation II
and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I
                                         (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s
                                         activities [during the preceding calendar year] [between [__] and [__]] and the Certifying
                                         Servicer’s performance under the Pooling and Servicing Agreement; and



 


		2.	To
                                         the best of my knowledge, based on such review, the Certifying Servicer has fulfilled
                                         all of its obligations under the Pooling and Servicing Agreement in all material respects
                                         [throughout such year] [between [__] and [__]]. [To my knowledge, the Certifying Servicer
                                         has failed to fulfill the following obligations under the Pooling and Servicing Agreement:
                                         [SPECIFY EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 


	Date:	 	



 


[WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer]

[RIALTO CAPITAL ADVISORS, LLC, as Special Servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator]

[WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee]


 


	By:	
	 
	 	Name:	 
	 	Title:	 



 






    Exhibit HH-1 


     


    

 





EXHIBIT
II


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


		1.	[Name
                                         of Reporting Servicer] (the “Reporting Servicer”) is responsible for
                                         assessing compliance with the servicing criteria applicable to it under paragraph (d)
                                         of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31,
                                         20[__] (the “Reporting Period”), as set forth in Exhibit AA to the
                                         Pooling and Servicing Agreement. The transactions covered by this report include asset-backed
                                         securities transactions for which the Reporting Servicer acted as [a master servicer,
                                         special servicer, trustee, certificate administrator, operating advisor] involving commercial
                                         mortgage loans [other than __________________1] (the “Platform”);



 


The
Reporting Servicer has engaged certain vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on
Schedule A;


 


Except
as set forth in paragraph 4 below, the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation
AB to assess the compliance with the applicable servicing criteria;


 


The
criteria listed in the column titled “Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the
Reporting Servicer based on the activities it performs, directly or through its Vendors, with respect to the Platform;


 


The
Reporting Servicer has complied, in all material respects, with the applicable servicing criteria as of December 31, 20[__] and
for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The
Reporting Servicer has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable
servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except
as described on Schedule B hereto];


 


The
Reporting Servicer has not identified any material deficiency in its policies and procedures to monitor the compliance by the
Vendors with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform
taken as a whole[, except as described on Schedule B hereto]; and


 


[____],
a registered public accounting firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance
with the applicable servicing criteria for the Reporting Period.


 






    Exhibit II-1


     


    

 


1
Describe any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e. transactions
registered prior to compliance with Regulation AB, transactions involving an offer and sale of asset-backed securities that were
not required to be issued), if applicable.


 


[Date
of Certification]


 





	 	[Name
of Reporting Servicer]
	 	 	 
	 	By:	

	 	 	Name:
	 	 	Title:


 






    Exhibit II-2


     


    

 





EXHIBIT
JJ


 


CREFC®
PAYMENT INFORMATION


 


Payments
shall be made to “CRE Finance Council” and sent to: 


Commercial
Real Estate Finance Council, Inc. 


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-GS7, 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-GS7	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	GSMS
    2017-GS7	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$

        
	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	GSMS
    2017-GS7	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	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-GS7 


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 August 1, 2017 (the “Pooling and Servicing
Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator and Cayman Agent, Wilmington Trust, National Association, as Trustee, and Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned, as [ ], hereby notifies
you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


[With
respect to the Collection Account and REO Account balance information:


 


	Account
    Name	Beginning
                                         Balance as of  

        MM/DD/YYYY 
	Ending
                                         Balance as of  

        MM/DD/YYYY 

	Collection
    Account	 	 
	REO
    Account	 	 


 






    Exhibit LL-2 


     


    

 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to [                        ],
phone number: [                        ];
email address: [                        ].


 





	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



  


cc:
Depositor


 






    Exhibit LL-3 


     


    

 





EXHIBIT
MM


 


Form
of NOTICE OF PURCHASE OF CONTROLLING CLASS CERTIFICATE


 


[Date]


 


Wells
Fargo Bank, National Association

   as Certificate Administrator

9062 Old Annapolis Road 


Columbia,
Maryland 20145-1951 


Attention:
Corporate Trust Services (CMBS) 


GS
Mortgage Securities Trust 2017-GS7


 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

MAC-D1050-084

Three Wells Fargo

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: GS 2017-GS7 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


Rialto
Capital Advisors, LLC 


790
NW 107th Avenue, 4th Floor 


Miami,
Florida 33172 


Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer 


Facsimile:
(305) 229-6425


 


Park
Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: GSMS 2017-GS7 Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 


		Re:	GS
                                         Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-GS7 (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of August
                                         1, 2017, by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo
                                         Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special
                                         Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Cayman
                                         Agent, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services
                                         LLC, as Operating Advisor and as Asset Representations Reviewer 



 






    Exhibit MM-1 


     


    

 


This
letter is delivered to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer
by ____________ (the “Transferor”) to us (the “Transferee”) of $__________________ original
principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates. The Certificates were
issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our
                                         name and address is as follows:






	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Contact
Info: [Tel/Email]	 



 


		2.	[IF
                                         APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
                                         that we are purchasing a majority interest in the Class [__] Certificates, and that we
                                         are not affiliated with the Transferor. To the extent that any Control Termination Event
                                         or Consultation Termination Event has occurred due to a waiver of a prior Class [__]
                                         Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby
                                         request that you reinstate such rights and post a “special notice” on your
                                         website to the following effect:



 


“A
Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer
of a majority interest of the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All
capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement.


 





	 	Very truly yours,
	 	 
	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit MM-2 


     


    

 


EXHIBIT
NN


 


FORM
OF ASSET REVIEW REPORT


 


BY
THE ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


		Re:	GS
                                         Mortgage Securities Trust 2017-GS7



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and Servicing
Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Loan identified by the Special Servicer, and is hereby issuing the following
Asset Review Report.


 


		1.	We
    have performed an Asset Review on each Delinquent Loan identified by the Special Servicer and our conclusion is that there
    is [no evidence of a failed Test][evidence of [•] failed Tests as specifically detailed on the scorecard attached hereto
    as Exhibit A] with respect to the Delinquent Loans. 


 


	 	2.	A
    conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not constitute a determination by
    the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should
    enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to
    determine every instance of noncompliance.


 


	 	3.
	The
                                         Asset Representations Reviewer, other than forwarding this 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 Pooling and Servicing Agreement.


 


 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.


 






    Exhibit NN-1 


     


    

 


	 	PARK
    BRIDGE LENDER SERVICES LLC,
    as Asset Representations Reviewer 
	 	 
	 	By:	 
	Park
                                         Bridge Advisors LLC, a New York limited liability company, its sole member

	 	 	 
	 	By:	Park Bridge Financial
    LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	By: 	 
	 	 	 Name:
 Title:



 



    Exhibit NN-2 


     


    


 


Exhibit
A


 


Detailed
Scorecard 


[Template
Example Below]


 


	Test
                                         failures

         

	Loan
    #	Loan
    Name	Mortgage
    Loan Seller	R&W
    

    #	R&W
    Name	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws	[Insert
    Test Description]	[Insert
    Test findings]
	31	Single-Purpose
    Entity	 	 





 






    Exhibit NN-3 


     


    

 


EXHIBIT
OO


 


FORM
OF ASSET REVIEW REPORT SUMMARY1


 


To:
[Addresses of Recipients]


 


		Re:	GS
                                         Mortgage Securities Trust 2017-GS7



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and Servicing
Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Loan identified by the Special Servicer, and is hereby issuing the following
Asset Review Report Summary.


 


		1.	We
    have performed an Asset Review on each Delinquent Loan identified by the Special Servicer and our conclusion is that there
    is [no evidence of a failed Test][evidence of [•] failed Tests as identified on the summary scorecard attached hereto
    as Exhibit A] with respect to the Delinquent Loans.


 


	 	2.	A
    conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not constitute a determination by
    the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should
    enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to
    determine every instance of noncompliance.


 


	 	3.	The
    Asset Representations Reviewer, other than forwarding this Asset Review Report Summary to the parties listed above, will not
    be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report Summary.


 


	 	4.	Capitalized
    words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.


 





 



 


1 This
report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.







 






    Exhibit OO-1 


     


    

 





	 	PARK
    BRIDGE LENDER SERVICES LLC,

    as Asset Representations Reviewer 
	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member



	 	 	 
	 	By:	 Park Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	By: 	 
	 	 	 Name:
 Title:


 






    Exhibit OO-2 


     


    







 


Exhibit
A


 


Summary
Scorecard


[Template
Example Below]


 


	Test
                                         failures

         

	Loan
    #	Loan
    Name	Mortgage
    Loan Seller	Representations

    and Warranty #	Representation
    and Warranty Name
	[Insert
    Loan #]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws
	31	Single-Purpose
    Entity
	 	 	 	 	 	 









    Exhibit OO-3 


     


    

 


EXHIBIT
PP


 


ASSET
REVIEW PROCEDURES


 


Subject
to the Pooling and Servicing Agreement, this Exhibit sets forth Asset Representations Reviewer’s review procedures for each
Subject Loan based on the information provided for an Asset Review. Capitalized terms used herein and not defined herein shall
have the meanings ascribed to them in the Pooling and Servicing Agreement. In the event of any conflict between this Exhibit
PP and the terms of the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall control and govern the
Asset Representations Reviewer’s responsibilities and duties with respect to Asset Reviews.


 


Call
for Review and Collection and Inventory of Review Materials


 


	Step 1	Asset
                                         Representations Reviewer (“ARR”) receives the following items before
                                         beginning its review:



 


		■	CREFC®
                                         Delinquent Mortgage Loan Status Report



 


		■	Notice
                                         of Asset Review Trigger (with attachments)



 


		■	Notice
                                         of Asset Review Vote Election



 


		■	Notice
                                         of Affirmative Asset Review Vote 



 


		■	Asset
                                         Review Notice



 


		■	List
                                         of all Subject Loans



 


		■	Review
                                         Materials for each Subject Loan via Secure Data Room access, including the Diligence
                                         File



 


		■	Any
                                         Unsolicited Information (if applicable)



 



Step 2 For each Subject Loan, ARR inventories all Review Materials to
which ARR is provided access in the Secure Data Room to determine what, if any, Review Materials for such Subject Loan are missing,
using the list of documents provided in the definition of “Mortgage File” of this Agreement, any comparable lists
included in the related Mortgage Loan Purchase Agreement, and any closing checklist from the origination of such Subject Loan,
to guide its review and determination.


 






    Exhibit PP-1 


     


    

 





		Step 3 	If
                                         ARR determines that the information made available to it in the Secure Data Room with
                                         respect to any Subject Loan is missing any documents required to complete an Asset Review
                                         of such Subject Loan, ARR prepares list of such missing documents and, within the time
                                         periods specified in Section 12.01 of this Agreement, (i) notifies the Master
                                         Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with
                                         respect to Specially Serviced Loans) of such missing documents, and request that the
                                         Master Servicer or the Special Servicer, as the case may be, deliver to the ARR such
                                         missing document(s) to the extent in its possession and (ii) in the event any missing
                                         documents are not provided by the Master Servicer or the Special Servicer, as the case
                                         may be, the ARR shall request such documents from the related Mortgage Loan Seller.



 


Analysis
and Testing of Representations and Warranties


 


		Step 4 	For
                                         each Subject Loan for which ARR has received all Review Materials required to complete
                                         an Asset Review of such Subject Loan, ARR tests such Subject Loan for compliance with
                                         each representation and warranty made by the related Mortgage Loan Seller with respect
                                         to such Subject Loan as follows:



 


		■	ARR
                                         reviews each representation and warranty and each item included in the Review Materials
                                         applicable or related to such representation or warranty to determine whether there is
                                         any evidence that such representation or warranty was not true when made by the related
                                         Mortgage Loan Seller.



 


		■	For
                                         each representation and warranty, ARR lists 



 


		●	all
                                         items from the Review Materials reviewed or used in its testing of such representation
                                         and warranty;



 


		●	whether
                                         ARR has determined that there is any evidence that such representation or warranty was
                                         not true when made by the related Mortgage Loan Seller; and



 


		○	if
                                         so, stating the aspect of the applicable representation or warranty that does not appear
                                         to have been true when made by the related Mortgage Loan Seller and ARR’s basis
                                         for its conclusion;



 


		○	completing
                                         the Asset Review Report by setting forth, for each [Subject Loan], the information contemplated
                                         herein with respect to each representation and warranty.



 






    Exhibit PP-2 


     


    

 


		●	ARR
                                         will not attempt (and has no obligation) to determine the materiality of any potential
                                         breach of a representation or warranty that it discovers evidence of during its review
                                         as contemplated herein. 



 






    Exhibit PP-3 


     


    

 





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-GS7


Email:
trustadministrationgroup@wellsfargo.com


 


		Attention:	GS
                                         Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-GS7



 


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of August 1, 2017 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation
II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and Cayman Agent, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is an authorized representative of the [Depositor][Asset Representations
                                         Reviewer].



 


		2.	The
                                         undersigned acknowledges and agrees that (a) access to the Secure Data Room is being
                                         granted to it solely for purposes of the undersigned carrying out its obligations under
                                         the Pooling and Servicing Agreement (b) it will not disseminate or otherwise make information
                                         contained on the Secure Data Room available to any other person except in accordance
                                         with the Pooling and Servicing Agreement or otherwise with the written consent of the
                                         Depositor and (c) it will only access information relating to the Mortgage Loans to which
                                         the Asset Review relates.



 


		3.	The
                                         undersigned agrees that each time it accesses the Secure Data Room, the undersigned is
                                         deemed to have recertified that the representations above remains true and correct.



 


		4.	[The
                                         undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser
                                         of any Certificate.]



 






    Exhibit QQ-1 


     


    

 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[NAME OF PARTY],

    as [role]
	 	 
	 	By:	 
	 	 	Name:
Title:


  


Dated:
_______


 


[GS
Mortgage Securities Corporation II, as Depositor]


 


	 	By:	 	 
		 	[Name]

                                         [Title]	 






 






    Exhibit QQ-2 


     


    

 





EXHIBIT
RR


 


FORM
OF NOTICE OF [ADDITIONAL DELINQUENT MORTGAGE LOAN][CESSATION OF DELINQUENT MORTGAGE LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	Wells
    Fargo Bank, National Association

    Commercial Mortgage Servicing

    MAC-D1050-084

    Three Wells Fargo

    401 South Tryon Street, 8th Floor

    Charlotte, North Carolina 28202

    Attention: GS 2017-GS7 Asset Manager

    Email: commercial.servicing@wellsfargo.com	
	 	 
	Rialto
                                         Capital Advisors, LLC 

        790
        NW 107th Avenue, 4th Floor 

        Miami,
        Florida 33172 

        Attention:
        Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer 

        Facsimile:
        (305) 229-6425 
	 
	 	 


		Attention:	GS
                                         Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-GS7



 


In
accordance with Section 12.01(a) of the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Pooling and
Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and Cayman Agent, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, the Certificate Administrator hereby notifies you that as of
[RELATED DISTRIBUTION DATE]:


 


		5.	_____
                                          An additional Mortgage Loan has become a Delinquent Mortgage Loan.



 


		6.	_____
                                          A Mortgage Loan has ceased to be a Delinquent Mortgage Loan.



 


		7.	_____ An
                                         Asset Review Trigger has ceased to exist.



(check
all that apply)


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 






    Exhibit RR-1 


     


    

 





	 	 	Wells Fargo Bank, National Association, as Certificate Administrator
for the Holders of the GS Mortgage Securities Trust 2017-GS7, Commercial Mortgage Pass-Through Certificates, Series 2017-GS7
	 	 
	 	By: 	 
	 	 	[Name]
[Title]


 






    Exhibit RR-2 


     


    

 





EXHIBIT
SS


 


FORM
OF CERTIFICATE ADMINISTRATOR RECEIPT OF THE HRR CERTIFICATES


 


August
24, 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 H, 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-GS7, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-GS7 



 


In
accordance with Section 5.01(c) of the Pooling and Servicing Agreement, dated as of August 1, 2017 (the “Agreement”),
the Certificate Administrator hereby acknowledges receipt and possession of and further agrees that it will hereafter hold in
the Third Party Purchaser Safekeeping Account $[____] of the Class F-RR, Class G-RR, Class H-RR and Class J-RR Certificates in
the form of Definitive Certificates (CUSIP No. [______]), for the benefit of RREF III-D AIV RR H, LLC, the initial Third Party
Purchaser as the registered holder thereof. A copy of such Certificates is attached as Exhibit A-1. Payments on the Certificates
will be made to the registered holder in accordance with the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein shall the respective meanings set forth in the Agreement.


 





	 	WELLS
    FARGO Bank, national association, not in
    its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 







	 	Name:	 
	 	Title:	 




 



    Exhibit SS-1 


     


    

 





Schedule
1


 


MORTGAGE
LOANS WITH ADDITIONAL DEBT


 


		1.	1999
                                         Avenue of the Stars



 


		2.	Long
                                         Island Prime Portfolio - Uniondale



 


		3.	Lafayette
                                         Centre



 


		4.	Loma
                                         Linda



 


		5.	Long
                                         Island Prime Portfolio - Melville



 


		6.	Petco
                                         Corporate Headquarters



 


		7.	Olympic
                                         Tower



 


		8.	90
                                         Fifth Avenue



 


		9.	Marriott
                                         Grand Cayman



 


		10.	Shops
                                         at Boardman



 


		11.	One
                                         West 34th Street



 


		12.	CH2M
                                         Global Headquarters



 






    Schedule 1-1


     


    

 





Schedule
2


 


CLASS
A-AB SCHEDULED PRINCIPAL BALANCE SCHEDULE 


See
Annex E to the Prospectus.


 






    Schedule 2-1


     


    

 





Schedule
3


 


MORTGAGE
LOANS WITH “PERFORMANCE”, “EARN-OUT” OR “HOLDBACK” ESCROWS OR RESERVES


 


	Mortgage
    Loan 	Escrow
    / Reserve Type	Initial
    Balance of Escrow/ Reserve
	5-15
    West 125th Street	Earnout	$10,000,000




 




    Schedule 3-1