Exhibit 4.1


 





 


GS
MORTGAGE SECURITIES CORPORATION II, 

as Depositor


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION, 

as Master Servicer


 


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

as Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION, 

as Certificate Administrator


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION, 

as Trustee


 


and


 


PENTALPHA
SURVEILLANCE LLC, 

as Operating Advisor and as Asset Representations Reviewer


 


POOLING
AND SERVICING AGREEMENT


 


Dated
as of


 February
1, 2019


 


GS
Mortgage Securities Trust 2019-GC38 

Commercial Mortgage Pass-Through Certificates


 


Series
2019-GC38


 






     


    


    

 





TABLE
OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE
    I
	 	 	 
	DEFINITIONS
	 	 	 
	Section 1.01	Defined Terms	5
	Section 1.02	Certain Calculations	121
	 	 	 
	ARTICLE
    II
	 	 	 
	CONVEYANCE
    OF MORTGAGE LOANS;
	ORIGINAL
    ISSUANCE OF CERTIFICATES
	 	 	 
	Section 2.01	Conveyance
    of Mortgage Loans	123
	Section 2.02	Acceptance
    by Trustee	128
	Section 2.03	Representations,
    Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects
    in Mortgage Files and Breaches of Representations and Warranties	129
	Section 2.04	Execution
    of Certificates; Issuance of Lower-Tier Regular Interests	146
	Section 2.05	Creation
    of the Grantor Trust	147
	 	 	 
	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	147
	Section 3.02	Collection
    of Mortgage Loan Payments	155
	Section 3.03	Collection
    of Taxes, Assessments and Similar Items; Servicing Accounts	160
	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 Excess Interest Distribution Account	164
	Section 3.05	Permitted
    Withdrawals from the Collection Account, the Distribution Accounts and the Serviced Whole Loan Custodial Account	171
	Section 3.06	Investment
    of Funds in the Collection Account and the REO Accounts	182
	Section 3.07	Maintenance
    of Insurance Policies; Errors and Omissions and Fidelity Coverage	184
	Section 3.08	Enforcement
    of Due-on-Sale Clauses; Assumption Agreements	189



 








     


    


    

 


	Section
    3.09	Realization
    Upon Defaulted Mortgage Loans and Companion Loans	195
	Section 3.10	Trustee
    and Custodian to Cooperate; Release of Mortgage Files	199
	Section 3.11	Servicing
    Compensation	200
	Section 3.12	Inspections;
    Collection of Financial Statements	207
	Section 3.13	Access
    to Certain Information	213
	Section 3.14	Title
    to REO Property; REO Account	226
	Section 3.15	Management
    of REO Property	227
	Section 3.16	Sale
    of Defaulted Mortgage Loans and REO Properties	230
	Section 3.17	Additional
    Obligations of Master Servicer and Special Servicer	236
	Section 3.18	Modifications,
    Waivers, Amendments and Consents	238
	Section 3.19	Transfer
    of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	248
	Section 3.20	Sub-Servicing
    Agreements	255
	Section 3.21	Interest
    Reserve Account	258
	Section 3.22	Directing
    Holder and Operating Advisor Contact with Master Servicer and Special Servicer	259
	Section 3.23	Controlling
    Class Certificateholders and the Controlling Class Representative; Certain Rights and Powers of Directing Holder	259
	Section 3.24	Co-Lender
    Agreements	263
	Section 3.25	Rating
    Agency Confirmation	266
	Section 3.26	The
    Operating Advisor	269
	Section 3.27	Companion
    Paying Agent	276
	Section 3.28	Companion
    Register	277
	Section 3.29	Certain
    Matters Relating to the Non-Serviced Mortgage Loans	277
	Section 3.30	Delivery
    of Excluded Information to the Certificate Administrator	279
	Section 3.31	Horizontal
    Credit Risk Retention	280
	Section 3.32	Resignation
    Upon Prohibited Risk Retention Affiliation	280
	 	 	 
	ARTICLE
    IV
	 	 	 
	DISTRIBUTIONS
    TO CERTIFICATEHOLDERS
	 	 	 
	Section 4.01	Distributions	281
	Section 4.02	Distribution
    Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	291
	Section 4.03	P&I
    Advances	297
	Section 4.04	Allocation
    of Realized Losses	300
	Section 4.05	Appraisal
    Reduction Amounts; Collateral Deficiency Amounts	301
	Section 4.06	Grantor
    Trust Reporting	306
	Section 4.07	Investor
    Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	307
	Section 4.08	Secure
    Data Room	310



 








    -ii- 


    


    

 


	ARTICLE
    V
	 	 	 
	THE CERTIFICATES
	 	 	 
	Section 5.01	The
    Certificates	311
	Section 5.02	Form
    and Registration	313
	Section 5.03	Registration
    of Transfer and Exchange of Certificates	316
	Section 5.04	Mutilated,
    Destroyed, Lost or Stolen Certificates	324
	Section 5.05	Persons
    Deemed Owners	324
	Section 5.06	Access
    to List of Certificateholders’ Names and Addresses; Special Notices	324
	Section 5.07	Maintenance
    of Office or Agency	325
	Section 5.08	Appointment
    of Certificate Administrator	326
	Section 5.09	Voting
    Procedures for Certificates	326
	 	 	 
	ARTICLE
    VI
	 	 	 
	THE DEPOSITOR,
    THE MASTER SERVICER, THE SPECIAL SERVICER, THE
	OPERATING
ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, AND THE

        DIRECTING
HOLDER

	 	 	 
	Section 6.01	Representations,
    Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	328
	Section 6.02	Liability
    of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	334
	Section 6.03	Merger,
    Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset
    Representations Reviewer	334
	Section 6.04	Limitation
    on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
    Reviewer and Others	335
	Section 6.05	Depositor,
    Master Servicer and Special Servicer Not to Resign	341
	Section 6.06	Rights
    of the Depositor in Respect of the Master Servicer and the Special Servicer	342
	Section 6.07	The
    Master Servicer and the Special Servicer as Certificate Owner	342
	Section 6.08	The
    Directing Holder	342
	 	 	 
	ARTICLE
    VII
	 	 	 
	SERVICER
    TERMINATION EVENTS
	 	 	 
	Section 7.01	Servicer
    Termination Events; Master Servicer and Special Servicer Termination	350
	Section 7.02	Trustee
    to Act; Appointment of Successor	359
	Section 7.03	Notification
    to Certificateholders	361



 








    -iii- 


    


    

 


	Section
    7.04	Waiver
    of Servicer Termination Events	361
	Section 7.05	Trustee
    as Maker of Advances	362
	 	 	 
	ARTICLE
    VIII
	 	 	 
	CONCERNING
    THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 	 
	Section 8.01	Duties
    of the Trustee and the Certificate Administrator	362
	Section 8.02	Certain
    Matters Affecting the Trustee and the Certificate Administrator	364
	Section 8.03	Trustee
    and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	366
	Section 8.04	Trustee
    or Certificate Administrator May Own Certificates	366
	Section 8.05	Fees
    and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	367
	Section 8.06	Eligibility
    Requirements for Trustee and Certificate Administrator	368
	Section 8.07	Resignation
    and Removal of the Trustee and Certificate Administrator	369
	Section 8.08	Successor
    Trustee or Certificate Administrator	371
	Section 8.09	Merger
    or Consolidation of Trustee or Certificate Administrator	372
	Section 8.10	Appointment
    of Co-Trustee or Separate Trustee	372
	Section 8.11	Appointment
    of Custodians	373
	Section 8.12	Representations
    and Warranties of the Trustee	374
	Section 8.13	Provision
    of Information to Certificate Administrator, Master Servicer and Special Servicer	375
	Section 8.14	Representations
    and Warranties of the Certificate Administrator	375
	Section 8.15	Compliance
    with the PATRIOT Act	376
	 	 	 
	ARTICLE
    IX
	 	 	 
	TERMINATION
	 	 	 
	Section 9.01	Termination
    upon Repurchase or Liquidation of All Mortgage Loans	377
	Section 9.02	Additional
    Termination Requirements	380
	 	 	 
	ARTICLE
    X
	 	 	 
	ADDITIONAL
    REMIC PROVISIONS
	 	 	 
	Section 10.01	REMIC
    Administration	381
	Section 10.02	Use
    of Agents	385
	Section 10.03	Depositor,
    Master Servicer and Special Servicer to Cooperate with Certificate Administrator	385
	Section 10.04	Appointment
    of REMIC Administrators	385



 








    -iv- 


    


    

 


	ARTICLE
    XI
	 	 	 
	EXCHANGE
    ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 
	Section 11.01	Intent
    of the Parties; Reasonableness	386
	Section 11.02	Succession;
    Subcontractors	387
	Section 11.03	Filing
    Obligations	389
	Section 11.04	Form
    10-D and Form ABS-EE Filings	390
	Section 11.05	Form
    10-K Filings	394
	Section 11.06	Sarbanes-Oxley
    Certification	396
	Section 11.07	Form
    8-K Filings	398
	Section 11.08	Form
    15 Filing	399
	Section 11.09	Annual
    Compliance Statements	400
	Section 11.10	Annual
    Reports on Assessment of Compliance with Servicing Criteria	401
	Section 11.11	Annual
    Independent Public Accountants’ Attestation Report	403
	Section 11.12	Indemnification	405
	Section 11.13	Amendments	407
	Section 11.14	Regulation
    AB Notices	408
	Section 11.15	Certain
    Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	408
	Section 11.16	Certain
    Matters Regarding Significant Obligors	413
	Section 11.17	Impact
    of Cure Period	413
	 	 	 
	ARTICLE
    XII
	 	 	 
	THE ASSET
    REPRESENTATIONS REVIEWER
	 	 	 
	Section 12.01	Asset
    Review	413
	Section 12.02	Payment
    of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	420
	Section 12.03	Resignation
    of the Asset Representations Reviewer	421
	Section 12.04	Restrictions
    of the Asset Representations Reviewer	422
	Section 12.05	Termination
    of the Asset Representations Reviewer	422
	 	 	 
	ARTICLE
    XIII
	 	 	 
	MISCELLANEOUS
    PROVISIONS
	 	 	 
	Section 13.01	Amendment	425
	Section 13.02	Recordation
    of Agreement; Counterparts	429
	Section 13.03	Limitation
    on Rights of Certificateholders	430
	Section 13.04	Governing
    Law; Submission to Jurisdiction; Waiver of Jury Trial	431
	Section 13.05	Notices	431
	Section 13.06	Severability
    of Provisions	437
	Section 13.07	Grant
    of a Security Interest	437
	Section 13.08	Successors
    and Assigns; Third Party Beneficiaries	437



 








    -v- 


    


    

 


	Section
    13.09	Article
    and Section Headings	438
	Section 13.10	Notices
    to the Rating Agencies	438
	Section 13.11	Cooperation
    with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements	440



 








    -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-RR 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 I-RR Certificate
	Exhibit A-18	Form
    of Class R Certificate
	Exhibit A-19	Form
    of Class S Certificate
	Exhibit B	Mortgage
    Loan Schedule
	Exhibit C	Form
    of Investment Representation Letter
	Exhibit D-1	Form
    of Transferee Affidavit
	Exhibit D-2	Form
    of Transferor Letter
	Exhibit D-3	Form
    of Transferee Certificate for Transfers of the HRR Certificates
	Exhibit D-4	Form
    of Transferor Certificate for Transfers of the HRR Certificates
	Exhibit D-5	Form
    of Request of Retaining Sponsor Consent for Release of the HRR Certificates
	Exhibit E	Form
    of Request for Release
	Exhibit F-1	Form
    of ERISA Representation Letter regarding ERISA Restricted Certificates
	Exhibit F-2	Form
    of ERISA Representation Letter regarding [Class R Certificates][Class S Certificates]
	Exhibit G	Form
    of Distribution Date Statement
	Exhibit H	[Reserved]
	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





 






    -vii- 


    


    

 


	Exhibit N	Form
    of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate
	Exhibit O	Form
    of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate
	Exhibit P-1A	Form
    of Investor Certification for Non-Borrower Party (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





 






    -viii- 


    


    

 


	Exhibit EE	Additional
    Disclosure Notification
	Exhibit FF	Initial
    Sub-Servicers
	Exhibit GG	Servicing
    Function Participants
	Exhibit HH	Form
    of Annual Compliance Statement
	Exhibit II	Form
    of Report on Assessment of Compliance with Servicing Criteria
	Exhibit JJ	CREFC®
    Payment Information
	Exhibit KK	Form
    of Notice of Additional Indebtedness Notification
	Exhibit LL	Additional
    Disclosure Notification (Accounts)
	Exhibit MM	Form
    of Notice of Purchase of Controlling Class Certificate
	Exhibit NN	Form
    of Asset Review Report by the Asset Representations Reviewer
	Exhibit OO	Form
    of Asset Review Report Summary
	Exhibit PP-A	GSMC
    Asset Review Procedures
	Exhibit PP-B	CREFI
    Asset Review Procedures
	Exhibit QQ	Form
    of Certification to Certificate Administrator Requesting Access to Secure Data Room
	Exhibit RR	Form
    of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger]
	Exhibit SS	Form
    of Certificate Administrator Receipt of the HRR Certificates
	Exhibit TT	Form
    of Certificate Administrator Receipt of the HRR Certificates Upon Transfer





 






    -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 February 1, 2019, among GS Mortgage Securities Corporation II,
as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.


 


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 (exclusive of the Excess Interest and the proceeds thereof in the Excess Interest Distribution Account) for federal
income tax purposes as two separate real estate mortgage investment conduits (the “Upper-Tier REMIC” and the
“Lower-Tier REMIC”, and each a “Trust REMIC” as described herein).


 


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


 


The
Depositor intends to sell the Certificates to the Underwriters and the Initial Purchasers.


 


LOWER-TIER
REMIC


 


The
Lower-Tier REMIC will hold the Mortgage Loans (exclusive of Excess Interest) 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 LI 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)	 	$	9,271,000	 
	Class LA2	 	(1)	 	$	77,492,000	 
	Class LA3	 	(1)	 	$	190,000,000	 
	Class LA4	 	(1)	 	$	235,678,000	 
	Class LAAB	 	(1)	 	$	17,070,000	 
	Class LAS	 	(1)	 	$	60,515,000	 
	Class LB	 	(1)	 	$	36,877,000	 
	Class LC	 	(1)	 	$	34,985,000	 
	Class LD	 	(1)	 	$	20,916,000	 
	Class LE	 	(1)	 	$	17,852,000	 
	Class LF	 	(1)	 	$	9,456,000	 
	Class
    LG	 	(1)	 	$	8,510,000	 
	Class
    LH	 	(1)	 	$	7,564,000	 
	Class
    LI	 	(1)	 	$	30,258,365	 
	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-RR,
Class F-RR, Class G-RR, Class H-RR and Class I-RR Certificates (exclusive of Excess Interest), representing the “regular
interests” in the Upper-Tier REMIC created hereunder. The Upper-Tier REMIC also will issue the uncertificated Class UR
Interest, which is the sole Class of “residual interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions
and is represented by the Class R Certificates.


 


THE
GRANTOR TRUST


 


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


 






    -2-


     

    

 


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:


 


	Class
    of Certificates	 	Initial

    Pass-Through

    Rate	 	Original
    Certificate 

    Balance, Notional 

    Amount
	Class A-1 Certificates	 	2.972%	 	$	9,271,000	 
	Class A-2 Certificates	 	3.872%	 	$	77,492,000	 
	Class A-3 Certificates	 	3.703%	 	$	190,000,000	 
	Class A-4 Certificates	 	3.968%	 	$	235,678,000	 
	Class A-AB Certificates	 	3.835%	 	$	17,070,000	 
	Class X-A Certificates	 	     0.966%(1)	 	$	590,026,000	(2)
	Class X-B Certificates	 	     0.307%(1)	 	$	71,862,000	(2)
	Class A-S Certificates	 	4.158%	 	$	60,515,000	 
	Class B Certificates	 	4.309%	 	$	36,877,000	 
	Class C Certificates	 	4.761%	 	$	34,985,000	 
	Class D Certificates	 	3.000%	 	$	20,916,000	 
	Class X-D Certificates	 	     1.836%(1)	 	$	20,916,000	(2)
	Class E-RR Certificates	 	4.836%	 	$	17,852,000	 
	Class F-RR Certificates	 	4.836%	 	$	9,456,000	 
	Class G-RR Certificates	 	4.836%	 	$	8,510,000	 
	Class H-RR Certificates	 	4.836%	 	$	7,564,000	 
	Class I-RR Certificates	 	4.836%	 	$	30,258,365	 
	Class R Certificates	 	N/A(3)	 	 	N/A	 
	Class S 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)	Neither
                                         the Class R nor the Class S Certificates will have a Certificate Balance or a Notional
                                         Amount, bear interest or be entitled to distributions of Yield Maintenance Charges. Any
                                         Available Funds remaining in the Upper-Tier REMIC Distribution Account, after all required
                                         distributions under this Agreement have been made to each Class of Regular Certificates
                                         will be deemed distributed to the Class UR Interest and shall be payable to the
                                         Holders of the Class R Certificates.



 


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 $756,444,365.


 






    -3-


     

    

 


WHOLE
LOANS


 


	Loan
    No.	Whole
    Loan	Type	Non-Serviced
    

    Pooling 

    Agreement	Companion

    Loan  Type	Servicing
    Shift 

    Lead Note (if 

    any)
	1	365
    Bond	Serviced	NAP	Pari
    Passu 	NAP
	3	Pace
    Gallery HQ	Serviced	NAP	Pari
    Passu	NAP
	6	Pier
    70	Non-Serviced	DBGS
    2018-C1	Pari
    Passu	NAP
	8	3
    Park Avenue	Non-Serviced	Benchmark
    2019-B9	Pari
    Passu	NAP
	10	145
    Clinton	Non-Serviced	Benchmark
    2018-B8	Pari
    Passu	NAP
	15	5444
    & 5430 Westheimer	Non-Serviced	Benchmark
    2018-B8	Pari
    Passu	NAP
	19	Albertsons
    Industrial - PA	Servicing
    Shift	(1)	Pari
    Passu	A-1
	20	Fairbridge
    Office Portfolio	Non-Serviced	Benchmark
    2019-B9	Pari
    Passu	NAP



 


 







		

                                                    (1)
	On
                                         and after the securitization of the related Servicing Shift Lead Note, the subject Whole
                                         Loan will be serviced pursuant to the Non-Serviced PSA governing the securitization of
                                         such Servicing Shift Lead Note.



 


Each
of the Whole Loans listed above consists of the corresponding Mortgage Loan and one or more Companion Loans. With respect to any
Whole Loan, each of the Mortgage Loan and the Pari Passu Companion Loan(s) are pari passu with each other to the extent
provided in the related Co-Lender Agreement, and any AB Subordinate Companion Loan(s) is generally subordinate to the related
Mortgage Loan and any Pari Passu Companion Loan(s) to the extent provided in the related Co-Lender Agreement. Each Serviced Whole
Loan will be serviced and administered in accordance with this Agreement and the related Co-Lender Agreement. Each Non-Serviced
Whole Loan will be serviced and administered in accordance with the related Non-Serviced PSA and the related Co-Lender Agreement.
Each Servicing Shift Whole Loan will be serviced and administered in accordance with this Agreement and the related Co-Lender
Agreement prior to the related Servicing Shift Securitization Date, and will be serviced and administered in accordance with the
related Non-Serviced PSA and the related Co-Lender Agreement on and after the related Servicing Shift Securitization Date.


 


The
Companion Loans are not part of the Trust Fund, but are each secured by the applicable Mortgage that secures the related Mortgage
Loan that is part of the Trust Fund. 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.


 


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


 






    -4-


     

    

 


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.


 


“3
Park Avenue Co-Lender Agreement”: That certain Agreement Between Note Holders, dated as of February 8, 2019, by and
between the holders of the respective promissory notes evidencing the 3 Park Avenue Whole Loan, relating to the relative rights
of such holders, as the same may be further amended in accordance with the terms thereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“145
Clinton Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of December 27, 2018, by and between the holders
of the respective promissory notes evidencing the 145 Clinton Whole Loan, relating to the relative rights of such holders, as
the same may be further amended in accordance with the terms thereof.


 


“365
Bond Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of February 27, 2019, by and between the holders
of the respective promissory notes evidencing the 365 Bond Whole Loan, relating to the relative rights of such holders, as the
same may be further amended in accordance with the terms thereof.


 


“5444
& 5430 Westheimer Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of December 27, 2018, by and
between the holders of the respective promissory notes evidencing the 5444 & 5430 Westheimer Whole Loan, relating to the relative
rights of such holders, as the same may be further amended in accordance with the terms thereof.


 


“AB
Co-Lender Agreement”: Any Co-Lender Agreement by and among the holder of an AB Subordinate Companion Loan and the holder(s)
of the related Mortgage Loan and any holder(s) of any related Pari Passu Companion Loan, relating to the relative rights of


 



    -5-


     

    

 


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, there will be no AB Co-Lender Agreement under this Agreement.


 


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


 


“AB
Modified Loan” Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition
any Non-Serviced Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto) pursuant
to the related Non-Serviced Pooling Agreement) due to a modification thereto that resulted in the creation of an A/B note structure
(or similar structure) and as to which the new junior note(s) did not previously exist or the principal amount of the new junior
note(s) was previously part of either an A note held by the Trust or the original unmodified Mortgage Loan 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, there will be no AB Mortgage Loan with respect to the Trust.


 


“AB
Mortgaged Property”: The Mortgaged Property that secures the related AB Whole Loan. For the avoidance of doubt, there
will be no AB Mortgaged Property with respect to the Trust.


 


“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. For the avoidance of doubt, there will be no AB Subordinate
Companion Loan with respect to the Trust.


 


“AB
Whole Loan”: A Whole Loan that consists of such Mortgage Loan and a related AB Subordinate Companion Loan. For the avoidance
of doubt, there will be no AB Whole Loan with respect to the Trust.


 


“AB
Whole Loan Controlling Holder”: With respect to an AB Whole Loan, the “Directing Lender”, “Controlling
Noteholder” or similarly defined party identified in the related AB Co-Lender Agreement. For the avoidance of doubt, there
will be no AB Whole Loan Controlling Holder with respect to the Trust.


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan, a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related
Mortgagor to maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk
casualty insurance policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part
of the related Mortgagor to maintain with respect to the related Mortgaged Property insurance coverage with respect to


 



    -6-


     

    

 


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 Master Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the Special Servicer (with
respect to Specially Serviced Mortgage Loans) 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 (other than with respect to any applicable
Excluded Loan), with the consent of the Directing Holder (and after a Control Termination Event has occurred, but prior to the
occurrence of a Consultation Termination Event (or other than with respect to any applicable Excluded Loan), after consultation
with the Directing Holder as provided in Section 6.08 hereof)), that either (a) such insurance is not available at
commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar to the
related Mortgaged Property and located in or around the region in which such related Mortgaged Property is located, or (b) such
insurance is not available at any rate; provided, however, that the Directing Holder will not have more than thirty
(30) days to respond to the Master Servicer’s or Special Servicer’s request for such consent or consultation; provided,
further, that upon the Master Servicer’s or Special Servicer’s determination, consistent with the Servicing
Standard, that exigent circumstances do not allow the Master Servicer or Special Servicer, as applicable, to consult with the
Directing Holder, the Master Servicer or Special Servicer, as applicable, 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.


 






    -7-


     

    

 


“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 any 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 and, in the case of each Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Albertsons
Industrial - PA Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of February 27, 2019, by and between
the holders of the respective promissory notes evidencing the Albertsons Industrial - PA Whole Loan, relating to the relative
rights of such holders, as the same may be further amended in accordance with the terms thereof.


 


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


 






    -8-


     

    

 


“Applicable
Fitch Permitted Investment Rating”: (A) in the case of such investments with maturities of thirty (30) days or less,
the short-term debt obligations of which are rated at least “F1” by Fitch or the long-term debt obligations of which
are rated at least “A” by Fitch, and (B) in the case of such investments with maturities of more than thirty (30)
days, the short-term obligations of which are rated at least “F1+” by Fitch or the long-term obligations of which
are rated at least “AA-” by Fitch.


 


“Applicable
KBRA Permitted Investment Rating”: In the case of any such investment, the short-term debt obligations of which are
rated in the highest short-term rating category by KBRA (if then rated by KBRA).


 


“Applicable
Laws”: As defined in Section 8.15.


 


“Applicable
Moody’s Permitted Investment Rating”: (A) in the case of such investments with maturities of thirty (30) days
or less, the short-term debt obligations of which are rated in the highest short-term rating category by Moody’s or the
long-term debt obligations of which are rated at least “A2” by Moody’s, (B) in the case of such investments
with maturities of 3 months or less, but more than 30 days, the short-term obligations of which are rated in the highest short-term
rating category by Moody’s or the long-term debt obligations of which are rated at least “A1” by Moody’s,
(C) in the case of such investments with maturities of 6 months or less, but more than 3 months, the short term obligations of
which are rated in the highest short-term rating category by Moody’s or the long-term debt obligations of which are rated
at least “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 Moody’s or the long-term obligations
of which are rated at least “Aaa” by Moody’s.


 


“Applicable
S&P Permitted Investment Rating”: (A) in the case of such investments with maturities of sixty (60) days or less,
the short term obligations of which are rated at least “A-1” by S&P, and (B) in the case of such investments with
maturities of more than sixty (60) days, the short term obligations of which are rated “A-1+” by S&P (or at least
“A-1” by S&P, if the long term obligations of which are rated at least “AA-” by S&P).


 


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


 


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


 






    -9-


     

    

 


“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
in consultation with the Directing Holder (for so long as no Consultation Termination Event is continuing and only with respect
to any Mortgage Loan or Serviced Whole Loan other than an applicable Excluded Loan) and in consultation with the Operating Advisor
(after the occurrence and continuance of an Operating Advisor Consultation Termination Event), as of the first Determination Date
that is at least ten (10) Business Days following the later of (a) the date on which the Special Servicer receives an Appraisal
or conducts a valuation described below and (b) the occurrence of such Appraisal Reduction Event, equal to the excess of (a) the
Stated Principal Balance of that Mortgage Loan or Serviced Whole Loan, as the case may be, over (b) the excess of (i) the
sum of (A) 90% of the Appraised Value of the related Mortgaged Property as determined (1) by one or more Appraisals
obtained by the Special Servicer with respect to that Mortgage Loan (together with any other Mortgage Loan cross-collateralized
with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance equal to or in excess
of $2,000,000 (the costs of which shall be paid by the Master Servicer as an Advance) or (2) by an internal valuation performed
by the Special Servicer with respect to that Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such
Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance less than $2,000,000, minus,
with respect to any Appraisals, such downward adjustments as the Special Servicer may make (without implying any obligation to
do so) based upon its review of the Appraisal and any other information it deems relevant and (B) all escrows, letters of
credit and reserves in respect of such Mortgage Loan or Serviced Whole Loan, as of the date of calculation over (ii) the
sum of, as of the Due Date occurring in the month of the date of determination, (A) to the extent not previously advanced
by the Master Servicer or the Trustee, all unpaid interest due on such Mortgage Loan or Serviced Whole Loan, as the case may be,
at a per annum rate equal to its Mortgage Rate (and, with respect to any Serviced AB Whole Loan, any accrued and unpaid
interest on the related AB Subordinate Companion Loan at a per annum rate equal to its related mortgage interest rate),
(B) all P&I Advances on the related Mortgage Loan and all Property Protection Advances on the related Mortgage Loan or
Serviced Whole Loan, not reimbursed from proceeds of such Mortgage Loan or Serviced Whole Loan, and interest thereon at the Reimbursement
Rate in respect of such Mortgage Loan or Serviced Whole Loan, (C) all currently due and unpaid real estate taxes, assessments,
insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including any capitalized
interest whether or not then due and payable) with respect to such Mortgage Loan or Serviced Whole Loan, as the case may be (which
taxes, premiums, ground rents and other amounts have not been the subject of an Advance by the Master Servicer, the Special Servicer
or the Trustee, as applicable) and (D) any other unpaid additional expenses of the issuing entity in respect of such Mortgage
Loan or Serviced Whole Loan; provided, however, without limiting the Special Servicer’s obligation to order
and obtain such Appraisal or perform such valuation, if the Special Servicer has not obtained an Appraisal or performed such valuation,
as applicable, 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


 



    -10-


     

    

 


the
Special Servicer and the Appraisal Reduction Amount is calculated by the Special Servicer as of the first Determination Date that
is at least 10 Business Days thereafter. Within sixty (60) days after the Appraisal Reduction Event, the Special Servicer shall
order and use reasonable efforts to receive an Appraisal (the cost of which shall be paid by the Master Servicer as a Property
Protection Advance); provided, further, however, that with respect to an Appraisal Reduction Event as set
forth in clause (i) of the definition of Appraisal Reduction Event, the Special Servicer shall order and use reasonable
efforts to receive such Appraisal within the one hundred twenty (120) day period set forth in such clause (i), and
with respect to an Appraisal Reduction Event as set forth in clause (vi) of the definition of Appraisal Reduction
Event, the Special Servicer shall order and use reasonable efforts to receive such Appraisal within the ninety (90) day period
or one hundred twenty (120) day period, as applicable, set forth in such clause (vi); provided, further,
however, that in no event shall the Special Servicer be required to order any such Appraisal prior to the conclusion of
such sixty (60), ninety (90), or one hundred twenty (120) day period, as applicable, and in each case, the related Appraisal shall
be promptly delivered in electronic format by the Special Servicer to the Master Servicer, the Directing Holder (but only prior
to the occurrence of a Consultation Termination Event), the Operating Advisor, the Certificate Administrator and the Trustee.
In connection with any Appraisal Reduction Amount, the Master Servicer will provide the Special Servicer with the information
as set forth in Section 4.05(c). The Master Servicer shall not calculate Appraisal Reduction Amounts.


 


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


 


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


 


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


 


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


 



    -11-


     

    

 





below)
or (B) if the related Mortgagor has delivered to the Master Servicer (and the Master Servicer shall promptly deliver a copy
of such document to the Special Servicer, if it is not evident that a copy has been delivered to the Special Servicer) within
60 days beyond the date on which that Balloon Payment was due, a written and fully executed (subject 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, in each case reasonably satisfactory in form and substance
to the Master Servicer, which provides that such refinancing or purchase will occur within 120 days of such related Maturity Date,
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 or purchase is scheduled to occur pursuant to the commitment for
refinancing or signed purchase agreement or on which such commitment or signed purchase agreement terminates), (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.


 


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


 


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


 


“Asset
Representations Reviewer”: Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors-in-interest.


 






    -12-


     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Asset
Review Quorum”: In connection with any solicitation of votes to authorize an Asset Review as described in Section
12.01(a), Certificateholders 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(c).


 






    -13-


     

    

 


“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 and net of any applicable interest at the Non-Serviced Primary 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):


 






    -14-


     

    

 


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


 


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


 


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


 


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


 


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


 


(c)          
the aggregate amount of any Compensating Interest Payments made by the Master Servicer with respect to the Mortgage Loans
with respect to such Distribution Date and P&I Advances on the Mortgage Loans 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


 



    -15-


     

    

 


respect
to the Mortgage Loans for which such P&I Advances are made) pursuant to Section 4.03 or Section 7.05;


 


(d)          
with respect to each Actual/360 Mortgage Loan and the Distribution Date in March 2019 (if and to the extent not already
included in clause (a) of this definition for the subject Distribution Date), the aggregate Interest Deposit Amount for
the Mortgage Pool remitted by the Depositor to the Interest Reserve Account; and


 


(e)          
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.


 


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


 


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


 



    -16-


     

    

 


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


 


“Benchmark
2018-B8 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of December 1, 2018, among J.P.
Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer, CWCapital Asset Management 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 BMARK 2018-B8, Commercial Mortgage Pass-Through
Certificates, Series 2018-B8.


 


“Benchmark
2019-B9 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of February 1, 2019, among Citigroup
Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC,
as special servicer, Citibank, N.A., as certificate administrator, Wilmington Trust, National Association, as trustee, and Park
Bridge Lender Services, LLC, as operating advisor and as asset representations reviewer, as from time to time amended, supplemented
or modified relating to the issuance of the BMARK 2019-B9, Commercial Mortgage Pass-Through Certificates, Series 2018-B8.


 


“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.


 


“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


 



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Administrator
or the Trustee are located, or the New York Stock Exchange or the Federal Reserve System of the United States of America, are
authorized or obligated by law or executive order to remain closed.


 


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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2019-GC38, 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 0.00926% 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 and Class S Certificates), as of any date
of determination, a fraction, expressed as a decimal carried to at least eight (8) places, the numerator of which is the
then related Certificate Balance or Notional Amount, and the denominator of which is the related Original Certificate Balance.


 


“Certificate
Owner”: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate as reflected
on the books of the Depository or on the


 



    -18-


     

    

 


books
of a Depository Participant or on the books of an indirect participating brokerage firm for which a Depository Participant acts
as agent.


 


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


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial
owner thereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking
any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer,
the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
the Depositor, any 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, any 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 any 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


 



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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.


 


“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 2.972%.


 


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


 


“Class A-2
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.872%.


 


“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 3.703%.


 


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


 


“Class A-4
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.968%.


 






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“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 3.835%.


 


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


 


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


 


“Class A-S
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) the Weighted
Average Net Mortgage Rate for such Distribution Date and (ii) 4.158%.


 


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


 


“Class B
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) the Weighted
Average Net Mortgage Rate for such Distribution Date and (ii) 4.309%.


 


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


 


“Class C
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) the Weighted
Average Net Mortgage Rate for such Distribution Date and (ii) 4.761%.


 


“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 3.000%.


 


“Class
E-RR Certificate”: A Certificate designated as “Class E-RR” 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-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.


 






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


 


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


 


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


 


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


 


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


 






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“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.


 


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


 



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


 


“Class 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
S Certificate”: A Certificate designated as “Class S” on the face thereof, in the form of Exhibit A-19
hereto, and evidencing beneficial ownership of a portion of the Class S Specific Grantor Trust Assets.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    -24-


     

    

 


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-8
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


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


 


“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”: February 27, 2019.


 


“CMBS”:
Commercial mortgage-backed securities.


 


“Co-Lender
Agreement”: Each of the 3 Park Avenue Co-Lender Agreement, the 145 Clinton Co-Lender Agreement, the 365 Bond Co-Lender
Agreement, the 5444 & 5430 Westheimer Co-Lender Agreement, the Albertsons Industrial - PA Co-Lender Agreement, the Fairbridge
Office Portfolio Co-Lender Agreement, the Pace Gallery HQ Co-Lender Agreement, the Pier 70 Co-Lender Agreement and any intercreditor
agreement entered into in connection with the issuance to the direct or indirect equity holders in the Mortgagor of any existing
mezzanine indebtedness or any future mezzanine indebtedness permitted under the related Mortgage Loan documents.


 


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


 


“Collateral
Deficiency Amount” With respect to any AB Modified Loan as of any date of determination, the excess of (i) the Stated
Principal Balance of such AB Modified Loan (taking into account the related junior note(s) included therein), over (ii) the sum
of (in the case of a Whole Loan, solely to the extent allocable to the subject Mortgage Loan) (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


 



    -25-


     

    

 


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 with respect to Mortgage
Loans (other than any Non-Serviced Mortgage Loan). The Certificate Administrator, the Operating Advisor and the Special Servicer
shall be entitled to conclusively rely on the Master Servicer’s calculation or determination of any Collateral Deficiency Amount
with respect to Non-Serviced Mortgage Loans.


 


“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 Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38,
Collection Account”. Any such account or accounts shall be an Eligible Account. Subject to the related Co-Lender Agreement
and taking into account that each Companion Loan is subordinate or pari passu, as applicable, to the related Serviced Mortgage
Loan to the extent set forth in the related Co-Lender Agreement, the subaccount described in the second paragraph of Section
3.04(b) that is part of the Collection Account shall be for the benefit of the related Companion Holder, to the extent funds
on deposit in such subaccount are attributed to such Companion Loan and shall not be an asset of the Trust or any Trust REMIC
formed hereunder.


 


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


 


“Commission”:
The Securities and Exchange Commission.


 


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


 






    -26-


     

    

 


“Companion
Loan(s)”: With respect to any Mortgage Loan, any other mortgage loan that is not included in the Trust but is secured
by the same Mortgage(s) encumbering the same Mortgaged Property or portfolio of Mortgaged Properties as such Mortgage Loan. With
respect to each Whole Loan, the Pari Passu Companion Loan(s) and the AB Subordinate Companion Loan(s) (if any) are evidenced by
the promissory notes opposite such Whole Loan, set forth in the chart entitled “Whole Loans” in the Preliminary Statement,
as such promissory notes may be further divided.


 


“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 Excesses received by the Master Servicer during such Collection Period
with respect to the


 



    -27-


     

    

 


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


 


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


 






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“Consultation
Termination Event”: At any date at which


 


(a)           
with respect to any Mortgage Loan (other than a Serviced AB Mortgage Loan) or Serviced Whole Loan (other than a Serviced
AB 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 E-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(k); 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 E-RR Certificates that has not irrevocably waived its right to
exercise any of the rights of the Controlling Class Certificateholder, or (iii) such Mortgage Loan or Whole Loan is an applicable
Excluded Loan; and


 


(b)          
with respect to a Serviced AB Whole Loan, when an AB Control Appraisal Period has occurred and is continuing and (i) no
Class of Control Eligible Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25%
of the Original Certificate Balance of that Class, in each case without regard to the application of any Cumulative Appraisal
Reduction Amounts, (ii) a Holder of the Class E-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(k); 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 E-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 a 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, that if at any time, the Certificate Balance
of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates
have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, then no Consultation Termination
Event will be deemed to occur.


 


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


 






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“Control
Termination Event”: The occurrence of


 


(a)          
with respect to any Mortgage Loan (other than a Serviced AB Mortgage Loan or Serviced Whole Loan (other than a Serviced
AB Whole Loan) (i) the Certificate Balance of the Class E-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 E-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(k); 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 E-RR certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder,
or (iii) such Mortgage Loan or Whole Loan becoming an applicable Excluded Loan; and


 


(b)          
with respect to a Serviced AB Whole Loan, when an AB Control Appraisal Period has occurred and is continuing and (i) the
Certificate Balance of the Class E-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 E-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(k); 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 E-RR certificates that
has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder, or (iii) such
Mortgage Loan or Whole Loan becoming an applicable Excluded Loan;


 


provided that, no Control Termination Event may occur with respect to the Loan-Specific Directing Holder related to a 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, that if at any time, the Certificate Balance of the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class
D Certificates have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, then 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


 



    -30-


     

    

 


Deficiency
Amount) allocable to such classes, have been reduced to zero, the Controlling Class will be the most senior Class of Control Eligible
Certificates that has a principal balance greater than zero; provided, further that if at any time the Certificate
Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C
and Class D Certificates have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans,
then the “Controlling Class” will be the most subordinate class of Control Eligible Certificates that has an aggregate
Certificate Balance greater than zero without regard to the application of Appraisal Reduction Amounts (or any Collateral Deficiency
Amount) to notionally reduce the Certificate Balance of such Class. The Controlling Class as of the Closing Date will be the Class
I-RR Certificates.


 


“Controlling
Class Certificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling
Class as determined by the Certificate Registrar, from time to time, upon request by any party hereto. The Trustee, the Master
Servicer, 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 KKR Real Estate Credit Opportunity Partners
Aggregator I L.P. 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(k) hereof and a new Controlling Class Representative
is appointed in accordance with the terms hereof.


 



    -31-


     

    

 


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.


 


“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 2019-GC38 and (ii) with respect to the Certificate Administrator, 9062 Old Annapolis Road, Columbia,
Maryland 21045, Attention: GS 2019-GC38, 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 2019-GC38.


 


“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





 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    -33-


     

    

 


payment
due or deemed due on the related Mortgage Loan or REO Loan is computed and shall be prorated for partial periods. For the avoidance
of doubt, the CREFC® Intellectual Property Royalty License Fee shall be deemed payable by the Master Servicer from
the Lower-Tier REMIC or Grantor Trust, as applicable.


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan, 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 Sellers 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).


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Special Servicer Loan File”: The data file in the “CREFC® Special Servicer Loan File”
format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form
for the presentation of such information as


 



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


 


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


 


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


 


“CREFI”:
Citi Real Estate Funding Inc., a New York corporation.


 


“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 related 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 related Mortgage Loan Seller, (b) the weighted
average


 



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


 


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


 


“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, any of the Mortgage Loan Sellers 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 February 2019, or with respect
to any Mortgage Loan that has its first Due Date in March 2019, the date that would have otherwise been the related Due Date in
February 2019.


 


“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.


 


“DBGS
2018-C1 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of October 1, 2018, among Deutsche
Mortgage & Asset Receiving Corporation, 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 Park Bridge


 



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Lender
Services LLC, as operating advisor and asset representations reviewer, as from time to time amended, supplemented or modified
relating to the issuance of the DBGS 2018-C1, Commercial Mortgage Pass-Through Certificates, Series 2018-C1.


 


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


 


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


 


“Default
Interest”: With respect to any Mortgage Loan or Companion Loan, all interest accrued in respect of such Mortgage Loan
or Companion Loan during such Collection Period provided for in the related Mortgage Note or Mortgage as a result of a default
(exclusive of late payment charges) that is in excess of interest at the related Mortgage Rate accrued on the 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 (or for such shorter period
beyond the date on which the related Balloon Payment was due within which the refinancing or purchase referred to below is scheduled
to occur pursuant to the commitment for refinancing or signed purchase agreement or on which such commitment or signed purchase
agreement or on which such commitment or signed purchase agreement terminates) if the related Mortgagor has provided the Master
Servicer (and the Master Servicer shall promptly forward a copy of such document to the Special Servicer, if it not evident that
a copy has been delivered to the Special Servicer), within 60 days after the related Maturity Date, with (a) 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 (b) a signed purchase agreement, in
the case of the clause (a) or (b), reasonably satisfactory in form and substance to the Master Servicer, 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


 



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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, the Class S Certificates and any Certificate issued pursuant to Sections 5.02(c) and (d) shall
be Definitive Certificates.


 


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


 


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


 


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


 


“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.


 






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“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.


 


“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 of the related Mortgage Loan) (or, alternatively, if the original executed Mortgage Note has been lost,
a lost note affidavit and indemnity from the applicable Mortgage Loan Seller or another prior holder with a copy of such Mortgage
Note), and (B) if such Mortgage Loan is part of a Serviced Whole Loan, the executed Mortgage Note for each related Serviced
Companion Loan;


 


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


 



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as
binding and executed by an authorized representative of the title insurer or an agreement to provide the same pursuant to binding
escrow instructions executed by an authorized representative of the title insurer) to issue such title insurance policy;


 


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


 


(vii)      the
related loan agreement, if any;


 


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


 


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


 


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


 


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


 


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


 






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(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 related Mortgage Loan Seller;


 


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


 


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


 


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


 


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


 


(i)           
a copy of the applicable 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;


 






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(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 applicable Mortgage Loan Seller;


 


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


 


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


 


in
each case, to the extent that the related 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 related 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 related Mortgage Loan Seller may, without any obligation to do so, include
such other documents or information as part of the Diligence File that such 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, any Servicing Shift Mortgage Loan and a Serviced
AB Mortgage Loan) or Serviced Whole Loan (other than a Serviced AB Whole Loan), the Controlling Class Representative; and


 


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


 


For
the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, a Control Termination Event or a
Consultation Termination Event shall not


 



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affect
the rights of a non-Directing Holder. Whenever the term “Directing Holder” is used in this Agreement without further
clarification, the parties hereto intend for such reference to mean the applicable Directing Holder under the circumstances.


 


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


 


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


 



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regulations
promulgated thereunder and that such transfer of the Class R Certificates will not be disregarded for federal income tax purposes.


 


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


 


“Distribution
Accounts”: Collectively, the Upper-Tier REMIC Distribution Account, the Excess Interest 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 March 2019. The initial
Distribution Date shall be March 12, 2019.


 


“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.


 






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

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


 


“EDGAR”:
As defined in Section 11.03.


 


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


 


“Eligible
Account”: Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee or the Certificate Administrator), (A) the long-term unsecured debt obligations of
which are rated at least "Aa3" by Moody's, if the deposits are to be held in such account for thirty (30) days or more, and
the short-term debt obligations of which have a short-term rating of not less than "P-1" from Moody's, if the deposits are
to be held in such account for less than thirty (30) days, (B) the long-term unsecured debt obligations of which are rated
at least "A+" by Fitch, if the deposits are to be held in such account for thirty (30) days or more, and the short-term debt
obligations of which have a short-term rating of not less than "F1" from Fitch, if the deposits are to be held in such account
for less than thirty (30) days and (C) the long-term unsecured debt obligations of which are rated at least "A" by S&P,
if the deposits are to be held in such account for thirty (30) days or more, and the short-term debt obligations of which
are rated at least "A-1" by S&P, if the deposits are to be held in such account for less than thirty (30) days; (ii) an
account or accounts maintained with Wells Fargo Bank, National Association or PNC Bank, National Association so long as Wells
Fargo Bank, National Association's or PNC Bank, National Association's, as applicable, long-term unsecured debt or deposit
rating shall be at least "A2" by Moody's, "BBB" by S&P and "A" by Fitch (if the deposits are to be held in the account
for more than 30 days) or Wells Fargo Bank, National Association's or PNC Bank, National Association's, as applicable, short?term
deposit or short?term unsecured debt rating shall be at least "P-1" by Moody's, "A-1" from S&P (or "A-2" by S&P so
long as the long-term unsecured debt obligations or deposits of such depository institution or trust company are rated no
less than "BBB" by S&P) 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 


 



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listed in clauses (i) - (ii) above with respect to
which a Rating Agency Confirmation has been obtained from each and every Rating Agency and a confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25), which account may be an account maintained by or with the Certificate Administrator, the Trustee, the Master
Servicer or the Special Servicer; or (v) a segregated trust account or accounts maintained with the corporate trust department
of a federal or state chartered depository institution or trust company that has a long-term unsecured debt rating of at least
"A2" from Moody's (if the deposits are to be held in the account for more than thirty (30) days) or a short-term unsecured
debt rating of at least "P-1" from Moody's (if the deposits are to be held in the account for thirty (30) days or less) and
that, in either case, has corporate trust powers, acting in its fiduciary capacity, provided that any state chartered depository
institution or trust company is subject to regulation regarding fiduciary funds substantially similar to 12 C.F.R. §
9.10(b). Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate of deposit, passbook
or other similar instrument.


 


“Eligible
Asset Representations Reviewer”: An institution that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of DBRS, Fitch, KBRA, Moody’s, Morningstar or S&P and that has not been a special
servicer, operating advisor or asset representations reviewer on a transaction for which any of DBRS, Fitch, KBRA, Moody’s,
Morningstar or S&P has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for
such transaction citing servicing or other relevant concerns with such special servicer, operating advisor or asset representations
reviewer as the sole or material factor in such rating action, (b) can and will make the representations and warranties set forth
in Section 6.01(d), (c) is not (and is not Risk Retention Affiliated with) a Mortgage Loan Seller, the 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 any 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


 



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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, a 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).


 


“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 related 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.


 






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


 


“ERISA
Restricted Certificate”: Any Certificate (other than a Class R or Class S 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 F-RR, Class G-RR, Class H-RR and Class I-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
Interest”: With respect to any ARD Loan, the interest accrued at the Revised Rate in respect of such ARD Loan in excess
of the interest accrued at the Initial Rate, plus any related interest accrued on such amounts, to the extent permitted by applicable
law and the related Mortgage Loan documents.


 


“Excess
Interest Distribution Account”: The trust account or subaccount created and maintained by the Certificate Administrator
pursuant to Section 3.04(b) of this Agreement in trust for the Holders of the Class S Certificates, which (subject to any
changes in the identities of the Certificate Administrator and/or the Trustee) shall be entitled “Wells Fargo Bank, National
Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, and the registered
Holders of GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38, Excess Interest
Distribution Account”. Any such account shall be an Eligible Account. The Excess Interest Distribution Account shall be
held solely for the benefit of the Holders of the Class S Certificates. The Excess Interest Distribution Account shall not be
an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


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


 


“Excess
Modification Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan, the sum of (A) the excess of (i) any and all Modification Fees with respect to a modification, waiver, extension
or amendment of any of the terms of such Mortgage Loan or Serviced Whole Loan, over (ii) all unpaid or unreimbursed


 



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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 shall offset any future Workout Fees or Liquidation Fees
payable with respect to the related Mortgage Loan (or Whole Loan) or REO Property; provided that if the related Mortgage
Loan (or Serviced Whole Loan) ceases being a Corrected Loan, and is subject to a subsequent modification, any 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.


 


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


 


“Excluded
Controlling Class Holder”: With respect to any Excluded Controlling Class Loan and/or applicable Excluded Loan, the
Controlling Class Representative or any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect
to such Excluded Controlling Class Loan and/or applicable Excluded Loan. Immediately upon obtaining


 



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


 


“Excluded
Controlling Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the
Controlling Class Representative or any Controlling Class Certificateholder is a Borrower Party. As of the Closing Date, there
are no Excluded Controlling Class Loans related to the Trust.


 


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


 


“Excluded
Loan”: With respect to 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


 



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


 


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


 


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


 


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


 


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


 


“Fairbridge
Office Portfolio Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of January 28, 2019, by and between
the holders of the respective promissory notes evidencing the Fairbridge Office Portfolio Whole Loan, relating to the relative
rights of such holders, as the same may be further amended in accordance with the terms thereof.


 


“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 Mortgage Loan required to be delivered by the Special Servicer by the Initial Delivery Date or any
Subsequent Asset Status Report, in


 



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each
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. For the avoidance of doubt, the Special Servicer
may issue more than one Final Asset Status Report with respect to any Specially Serviced Mortgage Loan in accordance with the
procedures described in Section 3.19.


 


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


 


“Final
Recovery Determination”: A reasonable determination by the Special Servicer, in consultation with the Directing Holder
if related to a Mortgage Loan other than an applicable Excluded Loan and made prior to the occurrence of a Consultation Termination
Event, with respect to any Defaulted Mortgage Loan (and, if applicable, any defaulted Companion Loan) or Corrected Loan or REO
Property (other than a Mortgage Loan or REO Property, as the case may be, that was purchased by (i) any of the Mortgage Loan
Sellers pursuant to Section 6 of the related 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 applicable Excluded Loans, prior to the occurrence and continuance
of any Control Termination Event, the Directing Holder shall have ten (10) Business Days to review and approve each such
recovery determination by the Special Servicer; provided, however, that if the Directing Holder fails to approve
or disapprove any recovery determination within ten (10) Business Days of receipt of the initial recovery determination,
such consent shall be deemed given.


 


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


 


“Fitch”:
Fitch Ratings, Inc., and its successors in interest. If neither Fitch nor any successor remains in existence, “Fitch”
shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer,
the Directing Holder and 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 Certificate Administrator on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of GS Mortgage Securities Trust 2019-GC38,
Commercial Mortgage Pass-Through Certificates, Series 2019-GC38, 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.


 


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


 


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


 


“GSMC”:
Goldman Sachs Mortgage Company, a New York limited partnership.


 


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


 


“HRR
Certificates”: The Class E-RR, Class F-RR, Class G-RR, Class H-RR and Class I-RR Certificates.


 


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


 






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(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
as they relate to this securitization or the HRR Certificates;


 


provided
that the termination of the HRR Transfer Restriction Period shall not be effective without the written consent of the Retaining
Sponsor.


 


“Impermissible
Asset Representations Reviewer Affiliate”: As defined in Section 3.32.


 


“Impermissible
Operating Advisor Affiliate”: As defined in Section 3.32.


 


“Impermissible
Risk Retention Affiliate”: As defined in Section 3.32.


 


“Impermissible
TPP Affiliate”: As defined in Section 3.32.


 


“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 


 



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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 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, Citigroup Global Markets Inc., Academy Securities, Inc. and Drexel Hamilton,
LLC.


 


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


 


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


 



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Schedule
AL File in accordance with Item 1111(h)(4) of Regulation AB and Item 601(b)(103) of Regulation S-K under the Securities Act and
filed as Exhibit 103 to the Form ABS-EE incorporated by reference into the Prospectus.


 


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


 


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


 


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


 


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


 


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


 


“Insurance
and Condemnation Proceeds”: All proceeds paid under any Insurance Policy or in connection with the full or partial condemnation
of a Mortgaged Property, in either 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
Deposit Amount”: With respect to each Mortgage Loan that accrues interest on an Actual/360 Basis, an amount equal to
two (2) days of interest at the related Net


 



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Mortgage
Rate on the related Cut-off Date Balance of such Mortgage Loan (or the aggregate of such interest for all such Mortgage Loans,
as the context may require), which amount is required to be delivered by the related Mortgage Loan Seller to the Depositor on
the Closing Date for deposit in the Interest Reserve Account pursuant to the related Mortgage Loan Purchase Agreement, which aggregate
amount is equal to $203,255.87.


 


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


 


“Interest
Reserve Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate
Administrator pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate
Administrator on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of GS
Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38, 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.


 






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


 


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


 


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


 


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


 






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


 


“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 applicable Mortgage Loan Seller pursuant to Section 6
of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is purchased by the Special Servicer, or by any
Companion Holder or any mezzanine lender (as applicable) pursuant to Section 3.16 (and the related Co-Lender Agreement,
as applicable); (v) such Mortgage Loan is purchased by the Special Servicer, the Master Servicer, the Holders of the majority
of the Controlling Class or the Holders of the Class R Certificates pursuant to Section 9.01 or acquired by the Sole Owner
in exchange for its Certificates pursuant to Section 9.01; or (vi) such Mortgage Loan is sold by the Special Servicer
pursuant to the terms of this Agreement.


 


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


 


“Liquidation
Fee”: A fee payable to the Special Servicer (i) with respect to 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) (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 and any related Serviced Companion Loan
(with respect to any Serviced Companion Loan, only to the extent that (a) the Special Servicer is


 



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enforcing
the applicable Mortgage Loan Seller’s obligations under the applicable Mortgage Loan Purchase Agreement with respect to
such Serviced Companion Loan and (b) the related Liquidation Fee is not otherwise required to be paid to the Special Servicer
engaged with respect to such Serviced Companion Loan securitization trust or otherwise prohibited from being paid to the Special
Servicer (in each case, under the related Other Pooling and Servicing Agreement)) for which the Special Servicer is the Enforcing
Servicer and either (A) such Mortgage Loan (and Serviced Companion Loan, if applicable) is repurchased or substituted for by the
applicable Mortgage Loan Seller or (B) a Loss of Value Payment has been made with respect to such Mortgage Loan (and Serviced
Companion Loan, if applicable), 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 applicable Mortgage Loan Seller for a breach of a
representation or warranty or for a defective or deficient mortgage loan documentation under an Other Pooling and Servicing Agreement
within the time period (or extension thereof) provided for such repurchase of such repurchase occurs prior to the termination
of the extended resolution period provided therein or (y) a purchase of such Serviced Companion Loan by any applicable party
to the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of the Other Securitization; (e)
the purchase of all of the Mortgage Loans and REO Properties, in connection with an optional termination of the Trust; or (f)
if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Mortgage Loan solely because of a Servicing Transfer Event
described in clause (i) of the definition of “Servicing Transfer Event”, Liquidation Proceeds are received
within ninety (90) days following the related Maturity Date as a result of such Mortgage Loan or Serviced Whole Loan being refinanced
or otherwise repaid in full (but, in the event that a Liquidation Fee is not payable due to the application of any of clauses
(a) through (e) above, the Special Servicer may still collect and retain a Liquidation Fee and similar fees from the
related Mortgagor to the extent provided for in, or not prohibited by, the related loan documents). The Liquidation Fee for each
such repurchased or substituted Mortgage Loan, Specially Serviced Mortgage Loan or REO


 



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


 


“Liquidation
Fee Rate”: A rate equal to the lesser of (a) such rate as would result in a Liquidation Fee of $1,000,000 and (b) 1.0%
with respect to each Mortgage Loan (including with respect to any related Serviced Companion Loan, to the extent provided in the
definition of “Liquidation Fee”) repurchased, substituted or for which a Loss of Value Payment has been made, as contemplated
by Section 2.03 of this Agreement, each Specially Serviced Mortgage Loan 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 applicable Mortgage Loan Seller pursuant
to Section 6 of the related 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 applicable Mortgage Loan Seller). With respect to any Whole
Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion of Liquidation Proceeds to the extent allocable
to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of the related Co-Lender Agreement.


 


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


 



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“Directing
Lender” or any analogous concept set forth under the related Co-Lender Agreement. Prior to the applicable Servicing Shift
Securitization Date, the Loan-Specific Directing Holder with respect to the related Servicing Shift Whole Loan will be the holder
of the related Servicing Shift Lead Note identified in the Preliminary Statement. 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 Albertsons Industrial - PA Whole
Loan will initially be GSMC or its affiliate, as the holder of the related Servicing Shift Lead Note identified in the Preliminary
Statement.


 


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


 


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


 


“Lower-Tier
Distribution Amount”: As defined in Section 4.01(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(a) or 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, LH and LI 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 (exclusive of Excess Interest) and the proceeds thereof, any REO Property with respect thereto (or an allocable portion
thereof, in the case of any Serviced Mortgage Loan), or the Trust’s beneficial interest in the REO Property with respect
to a Non-Serviced Whole Loan, such amounts as shall from time to time be held in the Collection Account (other than with respect
to any Companion Loan), the related portion of the REO Accounts, if any, the Interest Reserve Account, the 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 or the Grantor Trust.


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage
Pass-Through Certificates, Series 2019-


 



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GC38,
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 for which it is processing, a written report
by the Master Servicer or the Special Servicer, as applicable, describing in reasonable detail (i) the background and circumstances
requiring action of the Master Servicer or the Special Servicer, as applicable, and (ii) the proposed course of action recommended.


 


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


 


“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 Major Decision”: Any Major Decision with respect to a Non-Specially Serviced Mortgage Loan under clauses (xii)
through (xvii) of the definition of “Major Decision.”


 


“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.


 






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


 


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


 


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


 


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


 


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


 


“Mortgage
File”: With respect to each Mortgage Loan or Companion Loan, if applicable, but subject to Section 2.01, collectively
the following documents:


 


(1)         the
original executed Mortgage Note for such Mortgage Loan, endorsed (without recourse, representation or warranty, express or implied)
to the order of “Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of GS Mortgage
Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38”, or in blank, and further
showing a complete, unbroken chain of endorsement from the originator (if such originator is not the Mortgage Loan Seller of the
related Mortgage Loan) (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


 



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particular
item has not been returned from the applicable recording office) with evidence of recording indicated thereon or certified by
the applicable recorder’s office;


 


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


 


(4)         an
original executed assignment, in recordable form (except for missing recording information not yet available if the instrument
being assigned has not been returned from the applicable recording office), of (A) the Mortgage and (B) any related assignment
of leases (if such item is a document separate from the Mortgage), in favor of “Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through
Certificates, Series 2019-GC38” and the holder of the related Companion Loan, as their interests may appear or a copy of
such assignment (if the related Mortgage Loan Seller or its designee, rather than the Trustee or Certificate Administrator, is
responsible for the recording thereof);


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(19)       copies
of any franchise agreement, property management agreement or hotel management agreement and related comfort letters (together
with (i) copies of any notices of transfer that are necessary to transfer or assign to the issuing entity or the Trustee, the
benefits of such comfort letter or (ii) if the related comfort letter contemplates that a request be made of the related franchisor
to issue a replacement comfort letter for the benefit of the issuing entity or Trustee, a copy of the notice requesting the issuance
of such replacement comfort


 



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letter
(the copy of such notice shall be delivered by the related Mortgage Loan Seller to the custodian for inclusion in the Mortgage
File within the time period set forth in this Agreement and/or estoppel letters relating to such Mortgage Loan or the related
Serviced Whole Loan and any related assignment thereof)); and


 


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


 


provided
that with respect to any Mortgage Loan that is a Non-Serviced Mortgage Loan on the Closing Date, the foregoing documents (other
than the documents described in clause (1) above) will be delivered to and held by the custodian under the related Non-Serviced
Pooling Agreement on or prior to the Closing Date; provided, however, that (a) whenever the term “Mortgage
File” is used to refer to documents held by the Custodian, such term shall not be deemed to include such documents and instruments
required to be included therein unless they are actually received by the Custodian, (b) if there exists with respect to any
Crossed Mortgage Loan Group only one original or certified copy of any document referred to in the definition of “Mortgage
File” covering all of the Mortgage Loans in such Crossed Mortgage Loan Group, then the inclusion of such original or certified
copy in the Mortgage File for any of the Mortgage Loans constituting such Crossed Mortgage Loan Group shall be deemed the inclusion
of such original or certified copy in the Mortgage File for each such Mortgage Loan, (c) to the extent that this Agreement
refers to a “Mortgage File” for a Companion Loan, such “Mortgage File” shall be construed to mean the
Mortgage File for the related Mortgage Loan (except that references to the Mortgage Note for a Companion Loan otherwise described
above shall be construed to instead refer to a photocopy of such Mortgage Note), (d) with respect to any Mortgage Loan that
has a Serviced Companion Loan, the execution and/or recordation of any Assignment of Mortgage, any separate assignment of Assignment
of Leases and any assignment of any UCC Financing Statement in the name of the Trustee, shall not be construed to limit the beneficial
interest of the related Companion Holder(s) in such instrument and the benefits intended to be provided to them by such instrument,
it being acknowledged that (i) the Trustee, shall hold such 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, and (e) in connection with any Non-Serviced Mortgage
Loan, the preceding document delivery requirements will be met by the delivery by the related 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


 



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on
or prior to the Closing Date and such documents (other than the documents described in clause (1) above) shall be transferred
to the custodian pursuant to Section 2.01(i).


 


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


 


“Mortgage
Loan Purchase Agreement”: Each agreement between the Depositor and each Mortgage Loan Seller, relating to the transfer
of all of such 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;


 






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


 


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


 


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


 


(xv)       the
originator of the related Mortgage Loan and the related 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”: Each of (i) Goldman Sachs Mortgage Company, a New York limited partnership, and its successors-in-interest
and (ii) Citi Real Estate Funding Inc., a New York corporation, 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


 



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


 


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


 


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


 


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


 


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


 


“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 (without regard to any increase in the interest rate of any ARD Loan after the related
Anticipated Repayment Date), minus the related Administrative Cost Rate; provided, however, that for purposes
of calculating Pass-Through Rates and Withheld Amounts, the Net Mortgage Rate for any Mortgage Loan 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


 



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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,
(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 and (C) preceding
the Due Date in March 2019, will be determined inclusive of the Interest Deposit Amount. With respect to any REO Loan, the Net
Mortgage Rate shall be calculated as described above, determined as if the predecessor Mortgage Loan had remained outstanding.


 


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


 


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


 


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


 


“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


 



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its
own subsequent determination that any remaining portion of any such previously made or proposed P&I Advance is a Nonrecoverable
P&I Advance. With respect to any Non-Serviced Whole Loan, if any Non-Serviced Master Servicer or Non-Serviced Special Servicer,
as applicable, in connection with a securitization of the related Non-Serviced Companion Loan determines that a principal and
interest advance with respect to the related Non-Serviced Companion Loan, if made, would be a Nonrecoverable P&I Advance,
such determination shall not be binding on the Master Servicer and the Trustee as it relates to any proposed P&I Advance with
respect to the related Non-Serviced Mortgage Loan; provided, however, the Master Servicer and the Trustee may rely
on the non-recoverability determination of the Other Master Servicer or Other Trustee under the related Non-Serviced Pooling Agreement.
Similarly, with respect to the related Non-Serviced Mortgage Loan, if the Master Servicer or the Special Servicer determines that
any P&I Advance with respect to a related Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable P&I Advance,
such determination shall not be binding on the related Non-Serviced Master Servicer and related Non-Serviced Trustee as it relates
to any proposed P&I Advance with respect to the related Non-Serviced Companion Loan (unless the related Non-Serviced Pooling
Agreement provides otherwise); provided, however, the other Master Servicer and Other Trustee under the related
Non-Serviced Pooling Agreement may rely on the non-recoverability determination of the Master Servicer or the Trustee. In making
such recoverability determination, the Master Servicer, the Special Servicer or Trustee, as applicable, will be entitled (a) to
consider (among other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion
Loan as it may have been modified and (ii) the related Mortgaged Properties in their “as-is” or then-current
conditions and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case
of the Master Servicer or the 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


 



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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 any updated
or changed recoverability determination, shall be evidenced by an Officer’s Certificate delivered by either the Special
Servicer or the Master Servicer to the other and to the Trustee, the Certificate Administrator, the Controlling Class Representative
(but only prior to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan other than an
applicable Excluded Loan) (and, in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor (but only
in the case of the Special Servicer), the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special Servicer
the Operating Advisor (and, in the case of a Serviced Mortgage Loan, any Other Servicer) and the Certificate Administrator. The
Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations of the Master Servicer,
the Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall be accompanied by, to
the extent available, income and expense statements, rent rolls, occupancy status, property inspections and any other information
used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make such determination and shall include
any existing 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


 



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Servicer
or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) the
timing of recoveries and (d) to give due regard to the existence of any Nonrecoverable Advances which, at the time of such
consideration, the recovery of which are being deferred or delayed by the Master Servicer or the Trustee, in light of the fact
that related proceeds are a source of recovery not only for the Advance under consideration but also a potential source of recovery
for such delayed or deferred Advance. In addition, any Person, in considering whether a Property Protection Advance is a Nonrecoverable
Property Protection Advance, will be entitled to give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed
Reimbursement Amounts with respect to other Mortgage Loans that, at the time of such consideration, the reimbursement of which
is being deferred or delayed by the Master Servicer, in light of the fact that proceeds on the related Mortgage Loan are a source
of recovery not only for the Property Protection Advance under consideration, but also as a potential source of recovery of such
Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition, any
such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination
that an Advance is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or
in its good faith business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain, promptly upon
request from the Special Servicer at the expense of the Trust any reasonably required analysis, Appraisals or market value estimates
or other information for making a recoverability determination (and, upon the reasonable request by the Trustee, Master Servicer
or Special Servicer, as applicable, the Master Servicer and the Special Servicer shall deliver any relevant Appraisals or market
value estimates in its possession to the requesting party for such purpose). 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 applicable Excluded Loan) (and in the case of a Serviced
Mortgage Loan, any Other Servicer), the Operating Advisor (but only in the case of the Special Servicer) and the Depositor, or
by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator
(and in the case of a Serviced Mortgage Loan, any Other Servicer). The Special Servicer may, at its option, make a determination
in accordance with the Servicing Standard, that any Property Protection Advance previously made or proposed to be made is a Nonrecoverable
Property Protection Advance and shall deliver to the Master Servicer (and with respect to a Serviced Whole Loan, to any Other
Servicer, and, with respect to any Non-Serviced Mortgage Loan, the related Non-Serviced Master Servicer), the Trustee, the Certificate
Administrator, the Operating Advisor and the 17g-5 Information Provider notice of such determination. Any such determination shall
be binding upon, the Master Servicer and the Trustee, provided, however, that the Special Servicer shall not have
any obligation to make an affirmative determination that any Property Protection Advance is or would be recoverable; however,
if the Special Servicer makes any such determination, such determination


 



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shall
not be binding upon the Master Servicer or the Trustee. In the absence of a determination by the Special Servicer that such Property
Protection Advance is or would be a Nonrecoverable Property Protection Advance, such decision shall remain with the Master Servicer
or the Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and not all, of any previously
made or proposed Property Protection Advance is a Nonrecoverable Property Protection Advance, the Master Servicer and the Trustee
shall each have the right to make its own subsequent determination that any remaining portion of any such previously made or proposed
Property Protection Advance is a Nonrecoverable Property Protection Advance. The Officer’s Certificate shall set forth such
determination of nonrecoverability and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable,
forming the basis of such determination (which shall be accompanied by, to the extent available, related income and expense statements,
rent rolls, occupancy status and property inspections, and shall include any existing Appraisal with respect to the related Mortgage
Loan or Serviced Companion Loan, as applicable, or related Mortgaged Property). The Special Servicer shall promptly furnish any
party required to make Property Protection Advances hereunder with any information in its possession regarding the Specially Serviced
Mortgage Loans and REO Properties as such party required to make Property Protection Advances may reasonably request for purposes
of making recoverability determinations. The Trustee shall be entitled to conclusively rely on the Master Servicer’s or
the Special Servicer’s, as the case may be, determination that a Property Protection Advance is or would be nonrecoverable,
and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination that a Property Protection
Advance is or would be nonrecoverable. Notwithstanding anything herein to the contrary, if the Special Servicer requests 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.


 






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


 


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


 


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


 


“Non-Serviced
Co-Lender Agreement”: The 3 Park Avenue Co-Lender Agreement, the 145 Clinton Co-Lender Agreement, the 5444 & 5430
Westheimer Co-Lender Agreement, the Albertsons Industrial - PA Co-Lender Agreement (on and after the related Servicing Shift Securitization
Date), the Fairbridge Office Portfolio Co-Lender Agreement and the Pier 70 Co-Lender Agreement.


 


“Non-Serviced
Companion Loan”: Each of the Pari Passu Companion Loans and Subordinate Companion Loans, if any, identified as (i) “Non-Serviced”
under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement or (ii) “Servicing
Shift” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement,
on and after the related Servicing Shift Securitization Date.


 


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


 


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


 


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


 


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


 


“Non-Serviced
Mortgage Loan”: Each of (i) the Mortgage Loans identified as “Non-Serviced” under the column entitled “Type”
in the “Whole Loans” chart in the Preliminary Statement, and (ii) on and after the related Servicing Shift Securitization
Date, the Mortgage Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole
Loan” chart in the Preliminary Statement.


 


For
the avoidance of doubt, the Non-Serviced Mortgage Loans related to the Trust are the Mortgage Loans identified as “3 Park
Avenue”, “145 Clinton”, “5444 & 5430 Westheimer”, “Albertsons Industrial - PA” (on
and after the related Servicing Shift Securitization Date), “Fairbridge Office Portfolio”, and “Pier 70”
in the “Whole Loans” chart in the Preliminary Statement.


 






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“Non-Serviced
Mortgaged Property”: With respect to each Non-Serviced Mortgage Loan, Non-Serviced Companion Loan and Non-Serviced Whole
Loan, the related Mortgaged Property that secures such Non-Serviced Mortgage Loan, Non-Serviced Companion Loan and Non-Serviced
Whole Loan.


 


“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 3 Park Avenue Whole Loan and the Fairbridge Office Portfolio Whole Loan,
the Benchmark 2019-B9 Pooling and Servicing Agreement, (ii) the 145 Clinton Whole Loan and the 5444 & 5430 Westheimer Whole
Loan, the Benchmark 2018-B8 Pooling and Servicing Agreement and (iii) the Pier 70 Whole Loan, the DBGS 2018-C1 Pooling and Servicing
Agreement.





“Non-Serviced
Primary Servicing Fee Rate”: With respect to each Non-Serviced Mortgage Loan, the per annum rate set forth on
the Mortgage Loan Schedule under the heading “Non-Serviced Primary Servicing Fee Rate (%)”.




 


“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”: Each of the Whole Loans identified as “Non-Serviced” under the column entitled “Type”
in the “Whole Loans” chart in the Preliminary Statement and, on and after the related Servicing Shift Securitization
Date, each of the Whole Loans identified as “Servicing Shift” under the column entitled “Type” in the
“Whole Loan” chart in the Preliminary Statement.


 


For
the avoidance of doubt, the Non-Serviced Whole Loans related to the Trust are the Mortgage Loans identified as “3 Park Avenue”,
“145 Clinton”, “5444 & 5430 Westheimer”, “Albertsons Industrial - PA” (on and after the
related Servicing Shift Securitization Date), “Fairbridge Office Portfolio”, and “Pier 70” in the “Whole
Loan” chart in the Preliminary Statement.


 


“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.


  






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“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.


 


“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.


 


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


 


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


 


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


 



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“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 0.00200%; 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, any Mortgage Loan Seller, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations
Reviewer, the Directing Holder or any of their respective Affiliates.


 


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


 


(a)          
any failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or
the material breach of any of its 


 



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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
Certificateholders evidencing 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.


 


“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, (c) the qualification of the Grantor Trust as a grantor
trust, or (d) the resignation of 


 






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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.


 


“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).


 






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



 


“P&I
Advance”: As to any Mortgage Loan 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.


 


“Pace
Gallery HQ Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of February 27, 2019, by and between the
holders of the respective promissory notes evidencing the Pace Gallery HQ Whole Loan, relating to the relative rights of such
holders, as the same may be further amended in accordance with the terms thereof.


 


“Pari
Passu Companion Loan”: Each of the pari passu notes related to the Mortgage Loans identified under the column
entitled “Whole Loan” in the “Whole Loans” chart in the Preliminary Statement.


 


“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-RR 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 I-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, demand charges or Default Interest, other than a Yield Maintenance Charge or any Excess Interest.


 


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


 


“Performance
Certification”: As defined in Section 11.06.


  






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“Performing
Party”: As defined in Section 11.12.




 


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


 


“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 (a) unsecured
senior debt obligations of the U.S. Treasury (direct or fully funded obligations), U.S. Department of Housing and Urban Development
public housing agency bonds, Federal Housing Administration debentures, Government National Mortgage Association guaranteed mortgage-backed
securities or participation certificates, RefCorp debt obligations and SBA-guaranteed participation certificates and guaranteed
pool certificates and (b) Farm Credit System consolidated systemwide bonds and notes, Federal Home Loan Banks’ consolidated
debt obligations, Freddie Mac debt obligations, and Fannie Mae debt obligations rated at least “A-1” by S&P, if
such obligations mature in sixty (60) days or less, or rated at least “AA-”, “A-1+” or (with respect to
money market fund investments only) “AAAm” by S&P, if such obligations mature in 365 days or less;


 


(ii)         time
deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date
of issuance and are 


 



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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 that, in each case, satisfy
the Applicable Fitch Permitted Investment Rating, the Applicable KBRA Permitted Investment Rating, the Applicable Moody’s
Permitted Investment Rating and the Applicable S&P Permitted Investment Rating (or, in the case of any such Rating Agency,
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, that, in each case, satisfy
the Applicable Fitch Permitted Investment Rating, the Applicable KBRA Permitted Investment Rating, the Applicable Moody’s
Permitted Investment Rating and the Applicable S&P Permitted Investment Rating, if permitted by the related Mortgage Loan,
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), that, in each case, satisfy the Applicable Fitch Permitted Investment
Rating, the Applicable KBRA Permitted Investment Rating, the Applicable Moody’s Permitted Investment Rating and the Applicable
S&P Permitted Investment Rating (or, in the case of any such Rating Agency, if permitted by the related Mortgage Loan, such
lower rating as is otherwise acceptable to such Rating Agency, as confirmed in a Rating Agency Confirmation); provided, however,
that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot
vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest
rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject
to liquidation prior to their maturity;


 



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


 


 






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


 


“Permitted
Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title insurance
and/or other insurance commissions and fees, title agency fees, and appraisal fees received or retained by the 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.


 


“Pier
70 Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of October 30, 2018, by and between the holders
of the respective promissory notes evidencing the Pier 70 Whole Loan, relating to the relative rights of such holders, as the
same may be further amended in accordance with the terms thereof.


 


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


 


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


 


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


 


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


 


“Prepayment
Interest Excess”: For any Distribution Date and with respect to any Mortgage Loan or Serviced Whole Loan that was subject
to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment was applied to such
Mortgage Loan or Serviced Whole Loan, as applicable, after the related Due Date and prior to the following Determination Date,
the amount of interest (net of the related Servicing Fees and any Excess Interest), to the extent collected from the related Mortgagor
(without regard to any Yield Maintenance Charge actually collected), that would have accrued at a rate per annum 


 



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equal
to the sum of (x) the related Net Mortgage Rate for such Mortgage Loan or Serviced Whole Loan, as applicable, and (y) the
Certificate Administrator/Trustee Fee Rate, the Operating Advisor
Fee Rate, the CREFC® Intellectual Property Royalty License Fee Rate and the Asset Representations Reviewer Fee
Rate, on the amount of such Principal Prepayment from such Due Date to, but not including, the date of such prepayment (or any
later date through which interest accrues). Prepayment Interest Excesses (to the extent not offset by Prepayment Interest Shortfalls
or required to be paid as Compensating Interest Payments) collected on the Mortgage Loans (other than the Non-Serviced Mortgage
Loan) and any related Serviced Companion Loan, will be retained by the Master Servicer as additional servicing compensation.


 


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


 






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“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-RR, Class F-RR, Class G-RR, Class H-RR and Class I-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 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 applicable 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


 






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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 applicable Excluded Loan), the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee), required by law, rule, regulation, order, judgment or decree to disclose
such information.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Sponsors, the Master Servicer,
the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
any Additional Servicer designated by the Master Servicer or the Special Servicer, the Operating Advisor, any Affiliate of the
Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides an
Investor Certification, any Person (including the Directing Holder, the Controlling Class Representative) 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, any 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


 






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controls and appropriate policies and procedures in
place in order to comply with the obligations described in clause (i) above; provided, further, that
nothing in this Agreement shall be construed as an obligation of the Master Servicer or the Certificate Administrator to restrict
the Special Servicer’s access to any information on the Master Servicer’s Internet website or the Certificate Administrator’s
Website and in no case shall the Master Servicer or the Certificate Administrator be held liable if the Special Servicer accesses
any Excluded Special Servicer Information relating to the Excluded Special Servicer Loans; provided, further, however,
that any Excluded Controlling Class Holder shall be permitted to reasonably request and obtain in accordance with Section 4.02(f)
of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded
Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling
Class Holder via the Certificate Administrator’s Website on account of it constituting Excluded Information) from the Master
Servicer or the Special Servicer, as the case may be. Notwithstanding any provision to the contrary herein, neither the Master
Servicer nor the Certificate Administrator shall have any obligation to restrict access by the Special Servicer or any Excluded
Special Servicer to any information related to any Excluded Special Servicer Loan.


 


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


 


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


 


“Property Protection
Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’
fees and expenses and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator,
or the Trustee, as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and in the case
of a Serviced Mortgage Loan, the related Serviced Companion Loan), other than a Non-Serviced Mortgage Loan, in respect of which
a default, delinquency or other unanticipated event has occurred or as to which a default is reasonably foreseeable or (b) an
REO 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.


 






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


 


“Prospectus”:
The Prospectus, dated February 15, 2019.


 


“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 related Mortgage Loan Purchase Agreement
by the related 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 and any Excess Interest on an ARD Loan), to, but
not including, the Due Date immediately preceding or coinciding with the Determination Date for the Collection Period of purchase;
plus


 


(iii)         
all related unreimbursed Property Protection Advances (including any Property Protection Advances and advance interest amounts
that were reimbursed out of general collections on the Mortgage Loans) (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 applicable Mortgage Loan Purchase Agreement,
all expenses incurred or to be incurred by the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the


 






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


 


(vi)         
if a 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 related Mortgage Loan Seller; plus


 


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


 


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


 


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


 


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


 



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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) 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 and (ix) the applicable Special
Servicer is included on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer..


 


“Qualified Substitute
Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution will
be permitted) replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the calendar
month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the removed Mortgage
Loan (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


 






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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 applicable 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
applicable 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 applicable Mortgage Loan Seller); (xiv) have been approved, so long as
a Control Termination Event has not occurred and is not continuing and the affected Mortgage Loan is not an applicable
Excluded Loan, by the Directing Holder; (xv) prohibit defeasance within two (2) years of the Closing Date; (xvi) not
be substituted for a removed Mortgage Loan if it would result in an Adverse REMIC Event or the imposition of tax on any of such
REMICs or the issuing entity other than a tax on income expressly permitted or contemplated to be imposed by the terms of this
Agreement, as determined by an Opinion of Counsel; (xvii) have an engineering report that indicates no material adverse property
condition or deferred maintenance that will be delivered as a part of the related Servicing File; and (xviii) be current
in the payment of all scheduled payments of principal and interest then due. In the event that more than one mortgage loan is
substituted for a removed Mortgage Loan, then the amounts described in clause (i) shall be determined on the basis
of aggregate Stated Principal Balances and each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each
of the requirements specified in clauses (ii) through (xviii); provided that the rates described in
clause (ii) above and the remaining term to stated maturity referred to in clause (v) above shall be determined
on a weighted average basis; provided, further, that no individual Mortgage Rate (net of the Servicing Fee Rate,
the Certificate Administrator/Trustee Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and
the CREFC® Intellectual Property Royalty License Fee Rate and, in the case of a Non-Serviced Mortgage Loan, the
related Non-Serviced Primary Servicing 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 applicable
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 


 






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Holders of Principal Balance
Certificates 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 February 2052.


 


“Rating Agency”:
Each of S&P, 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 S&P, 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 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-RR, Class F-RR, Class G-RR, Class H-RR, Class I-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.


 






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


 


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


 


“Regulation D”:
Regulation D under the Act.


 


“Regulation S”:
Regulation S under the Act.


 


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


 


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


 


“Related Certificates”
and “Related Lower-Tier Regular Interests”: For each of the following Classes of Certificates, 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-RR 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 I-RR Certificates	 	  Class LI Uncertificated Interest



 






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


 


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


 


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


 


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


 


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


 


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


 


“REO Account”:
A segregated custodial account or accounts created and maintained by with respect to each of the Mortgage Loans, the Special Servicer
pursuant to Section 3.14(b) on behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced
Whole Loan, for the benefit of the related Serviced Companion Noteholder, which shall initially be entitled “Midland Loan
Services, a Division of PNC Bank, National Association, as Special Servicer, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through
Certificates, Series 2019-GC38 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).


 






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“REO Loan”:
Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan), deemed for purposes hereof
to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding for so long as the applicable
portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced Mortgage Loan) remains part
of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise has the same terms and conditions
as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation, with respect to the calculation
of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without regard to the default on such
predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have an initial outstanding principal
balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal Balance, respectively, of
its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition. All amounts due
and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition,
including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect of an REO Loan. All amounts
payable or reimbursable to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor Mortgage Loan or Companion Loan, if
applicable, as of the date of the related REO Acquisition, including, without limitation, any unpaid Special Servicing Fees and
Servicing Fees, additional Trust Fund expenses and any unreimbursed Advances, together with any interest accrued and payable to
the Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance with Section 3.03(d) or Section
4.03(d), shall continue to be payable or reimbursable to the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of an REO Loan. In
addition, Unliquidated Advances and Nonrecoverable Advances with respect to such REO Loan, in each case, that were paid from collections
on the related Mortgage Loans and resulted in principal distributed to the Certificateholders 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


 






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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, any Trust REMIC or the Grantor Trust.


 


“REO Revenues”:
All income, rents and profits derived from the ownership, operation or leasing of any REO Property.


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting Requirements”:
As defined in Section 11.12.


 


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


 


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


 


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


 


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


 


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


 


“Request for
Release”: A release signed by a Servicing Officer of the Master Servicer or the Special Servicer, as applicable, in the
form of Exhibit E attached hereto.


 


“Requesting
Holder”: As defined in Section 2.03(j)(iii).


 


“Requesting
Holders”: As defined in Section 4.05(b).


 


“Required Third
Party Purchaser Retention Amount”: $73,375,365 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


 






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the related Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been substituted for the
related Mortgage Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the applicable 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 related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations under the
related Mortgage Loan Purchase Agreement, or (vi) the related Mortgage Loan is no longer property of the Trust as a result of a
sale or other disposition in accordance with this Agreement.


 


“Responsible
Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee with
direct responsibility for the administration of this Agreement and, with respect to a particular matter, any other officer to whom
such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and (ii) the
Certificate Administrator, any officer assigned to the Corporate Trust Services group with direct responsibility for the administration
of this Agreement and, with respect to a particular matter, any other officer to whom a particular matter is referred by the Certificate
Administrator because of such officer’s knowledge of and familiarity with the particular subject.


 


“Restricted
Mezzanine Holder”: A holder of a related mezzanine loan that has been accelerated or as to which the mezzanine lender
has initiated foreclosure proceedings or enforcement proceedings against the equity collateral pledged to secure such mezzanine
loan.


 


“Restricted
Period”: The 40-day period prescribed by Regulation S commencing on the later of (a) the date upon which Certificates
are first offered to Persons other than the Initial Purchasers or Underwriters and any other distributor (as such term is defined
in Regulation S) of the Certificates and (b) the Closing Date.


 


“Retained Defeasance
Rights and Obligations”: Any of the rights and obligations of CREFI defined in Section 3.18(i).


 


“Retaining Sponsor”:
Goldman Sachs Mortgage Company, a New York limited partnership.


 


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


 


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


 


“Revised Rate”:
With respect to any ARD Loan, the increased interest rate after the Anticipated Repayment Date (in the absence of a default) for
such ARD Loan, as calculated and as set forth in the related loan agreement.


 


“Risk Retention
Affiliate” or “Risk Retention Affiliated”: An “affiliate of” or “affiliated
with”, as such terms are defined in 12 C.F.R. 244.2 of the Risk Retention Rule.


 


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


 


“Rule 144A”:
Rule 144A under the Act.


 






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“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).


 


“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.


 






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“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
Mortgage Loan”: Any AB Mortgage Loan serviced pursuant to this Agreement. For the avoidance of doubt, there is no Serviced
AB Whole Loan related to the Trust.


 


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


 


“Serviced AB
Whole Loan Directing Holder”: With respect to a Serviced AB Whole Loan, as of any Determination Date and so long as an
AB Control Appraisal Period has not occurred and is not continuing, the related AB Whole Loan Controlling Holder. For the avoidance
of doubt, there is no Serviced AB Whole Loan Directing Holder related to the Trust.


 


“Serviced Companion
Loan”: Each of (i) Pari Passu Companion Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loans” chart in the Preliminary Statement, (ii) prior to the related Servicing Shift Securitization Date,
the Pari Passu Companion Loans identified as “Servicing Shift” under the column entitled “Type” in the
“Whole Loans” chart in the Preliminary Statement, and (iii) 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”: A holder of a (i) Serviced Pari Passu Companion Loan or (ii) Serviced AB Subordinate Companion
Loan, as applicable.


 


“Serviced Mortgage
Loan”: Each of (i) the Mortgage Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loans” chart in the Preliminary Statement, (ii) prior to the related Servicing Shift Securitization Date,
each of the Mortgage Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole
Loans” chart in the Preliminary Statement; and (iii) any AB Mortgage Loan related to a Serviced AB Whole Loan, as applicable.


 


For the avoidance of
doubt, the Serviced Mortgage Loans related to the Trust are the Mortgage Loans identified as “365 Bond”, “Albertsons
Industrial - PA” (prior to the related Servicing Shift Securitization Date), and “Pace Gallery HQ” in the “Whole
Loans” chart in the Preliminary Statement.


 






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“Serviced Pari Passu
Companion Loan”: A Pari Passu Companion Loan that is part of a Serviced Whole Loan or part of a Servicing Shift Whole
Loan prior to the related Servicing Shift Securitization Date.


 


“Serviced Pari
Passu Mortgage Loan”: Each of the Mortgage Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loans” chart in the Preliminary Statement that has at least one Serviced Pari Passu Companion Loan and,
prior to the related Servicing Shift Securitization Date, each of the Mortgage Loans identified as “Servicing Shift”
under the column entitled “Type” in the “Whole Loans” chart in the Preliminary Statement.


 


For the avoidance of
doubt, the Serviced Pari Passu Mortgage Loans related to the Trust are the Mortgage Loans identified as “365 Bond”,
“Albertsons Industrial - PA” (prior to the related Servicing Shift Securitization Date), and “Pace Gallery HQ”
in the “Whole Loans” chart in the Preliminary Statement.


 


“Serviced Pari
Passu Whole Loan”: Each of the Whole Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement that has at least one Serviced Pari Passu Companion Loan and,
prior to the related Servicing Shift Securitization Date, each of the Whole Loans identified as “Servicing Shift” under
the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement.


 


For the avoidance of
doubt, the Serviced Pari Passu Whole Loans related to the Trust are the Mortgage Loans identified as “365 Bond”, “Albertsons
Industrial - PA” (prior to the related Servicing Shift Securitization Date), and “Pace Gallery HQ” in the “Whole
Loans” chart in the Preliminary Statement.


 


“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”: Any Companion Loan that is part of a Serviced AB Whole Loan and is subordinate to the related Pari Passu
Companion Loan(s). For the avoidance of doubt, there is no Serviced Subordinate Companion Loan related to the Trust.


 


“Serviced Whole
Loan”: Each of (i) the Whole Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loans” chart in the Preliminary Statement, and (ii) prior to the related Servicing Shift Securitization
Date, the Whole Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole
Loans” chart in the Preliminary Statement.


 


For the avoidance of
doubt, the Serviced Whole Loans related to the Trust are the Mortgage Loans identified as “365 Bond”, “Albertsons
Industrial - PA” (prior to the related


 






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Servicing Shift Securitization Date), and “Pace Gallery HQ” in the “Whole
Loans” chart in the Preliminary Statement.


 


“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 Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38,
Serviced Whole Loan Custodial Account”. The Serviced Whole Loan Custodial Account shall not be an asset of the Trust, any
Trust REMIC or the Grantor Trust, but instead shall be held by the Companion Paying Agent on behalf of the Companion Holders. Any
such account shall be an Eligible Account. Notwithstanding the foregoing, if the Master Servicer and the Companion Paying Agent
are the same entity, the Serviced Whole Loan Custodial Account may be the subaccount referenced in the second paragraph of Section
3.04(b).


 


“Serviced Whole
Loan Remittance Date”: With respect to any Serviced Companion Loan, (x) prior to contribution of such Serviced Companion
Loan to an Other Securitization, a date as set forth in the related Co-Lender Agreement (or if no such date is specified, the Master
Servicer Remittance Date) and (y) following contribution of such Serviced Companion Loan to an Other Securitization, the earlier
of (A) Master Servicer Remittance Date or (B) the Business Day immediately succeeding the “determination date” set
forth in the related Other Pooling and Servicing Agreement, or such earlier date as required by the related Co-Lender Agreement;
provided, however, that unless otherwise required under the related Co-Lender Agreement, no remittance is required to be made until
two (2) Business Days after receipt of properly identified funds constituting the related Periodic Payment with respect to the
related Serviced Whole Loan.


 


“Servicer Termination
Event”: One or more of the events described in Section 7.01(a).


 


“Servicing Account”:
The account or accounts created and maintained pursuant to Section 3.03(a).


 


“Servicing Criteria”:
The criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended from time to time and
which as of the Closing Date are listed on Exhibit AA hereto.


 


“Servicing
Fee”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan), 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 rates set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate (%)”,
which rate includes the 


 






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rate at
which applicable master servicing, primary servicing and sub-servicing fees accrue (except that with respect to any Non-Serviced
Mortgage Loan or Servicing Shift Mortgage Loan, such rate only includes the rate at which master servicing fees accrue),
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 any Servicing Shift Mortgage Loan, prior to the related
Servicing Shift Securitization Date, in addition to the rate described in the preceding sentence, the “Servicing Fee Rate”
shall include the related Non-Serviced Primary Servicing Fee Rate. With respect to each Serviced Companion Loan (other than any
AB Subordinate Companion Loan or any Servicing Shift Companion Loan), the “Servicing Fee Rate” shall be a per annum
rate equal to 0.0025%. With respect to each AB Subordinate Companion Loan, the “Servicing Fee Rate” shall be a
per annum rate equal to 0%. With respect to each Servicing Shift Companion Loan, prior to the related Servicing Shift Securitization
Date, the “Servicing Fee Rate” shall be a per annum rate equal to the related Non-Serviced Primary Servicing Fee Rate.


 


“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 related 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 related 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 related Mortgage Loan Seller;
(iii) copies of related financial statements or operating statements; (iv) all legal opinions (excluding attorney-client
communications between the related Mortgage Loan Seller, and its counsel that are privileged communications or constitute legal
or other due diligence analyses), Mortgagor’s certificates and certificates of hazard insurance and/or hazard insurance policies
or other applicable insurance policies, if any, delivered in connection with the closing of the related Mortgage Loan; (v) a
copy of the Appraisal for the related Mortgaged Property(ies); (vi) the documents that were delivered by or on behalf of the
Mortgagor, which documents were required to be delivered in connection with the closing of the related Mortgage Loan; (vii) for
any Mortgage Loan that the related Mortgaged Property is leased to a single tenant, a copy of the lease; and (viii) a copy
of all environmental reports that were received by the applicable 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


 






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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 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 Albertsons Industrial - PA Pari
Passu Companion Loan identified as note A-1 will be a Servicing Shift Lead Note related to the Trust.


 


“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, each of the Mortgage Loans identified as “Servicing Shift” under the column
entitled “Type” in the “Whole Loans” chart in the Preliminary Statement will be a Servicing Shift Whole
Loan related to the Trust.


 


For the avoidance of
doubt, the Servicing Shift Mortgage Loan related to the Trust is the Mortgage loan identified as “Albertsons Industrial -
PA” in the “Whole Loans” chart in the Preliminary Statement.


 


“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 Albertsons Industrial - PA Pari Passu Loan identified as 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).


  






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“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, each of the Whole Loans identified as “Servicing Shift” under the column entitled “Type” in the
“Whole Loans” chart in the Preliminary Statement will be a Servicing Shift Whole Loan related to the Trust.


 


For the avoidance of
doubt, the Servicing Shift Whole Loan related to the Trust is the Mortgage loan identified as “Albertsons Industrial - PA”
in the “Whole Loans” chart in the Preliminary Statement.


 


“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 (and the Master Servicer shall promptly forward a copy of such document to the Special
Servicer if it is not evident that a copy has been delivered to the Special Servicer), within sixty (60) days after the related
Maturity Date, with (a) 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 (b) a signed purchase agreement, in the case of clause (a) or (b), reasonably satisfactory in form and substance
to the Master Servicer, which provides that such refinancing or purchase will occur within one hundred-twenty (120) days of such
related Maturity Date, provided that the Mortgage Loan and any related Serviced Companion Loan, will become a Specially
Serviced Mortgage Loan immediately if the related Mortgagor fails to diligently pursue such financing or purchase or to pay any
Assumed Scheduled Payment on the related Due Date (subject to any applicable Grace Period) at any time before the refinancing or
purchase or, if such refinancing or purchase does not occur, the related Mortgage Loan and any related Serviced Companion Loan,
will become a Specially Serviced Mortgage Loan at the end of such 120-day period (or for such shorter period beyond the date on
which that Balloon Payment was due within which the refinancing or purchase is scheduled to occur pursuant to the commitment for
refinancing or signed purchase agreement or on which such commitment or signed purchase agreement terminates); or


  






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(ii)          
the Master Servicer 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 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 Master Servicer (and with respect to any Mortgage Loan other than an applicable
Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, with the consent of the Directing Holder));
or


 


(iv)          any Periodic Payment is more than sixty (60) days delinquent; or


 


(v)          
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, is entered against the related Mortgagor and such decree or order shall have remained
in force and it has not been stayed or discharged or dismissed within 60 days (or a shorter period if the Master Servicer or the
Special Servicer (and, in the case of the Special Servicer, with the consent of the Controlling Class Representative, unless a
Control Termination Event has occurred and is continuing) determines in accordance with the Servicing Standard that the circumstances
warrant that the related Mortgage Loan or Serviced Whole Loan (or REO Loan) be transferred to special servicing); or


 


(vi)          the
related Mortgagor shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment
of debt,


 






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


 


“Significant
Obligor”: As defined in Section 11.16.


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year), the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately following
the date on which financial statements for such calendar quarter are required to be delivered to the related lender under the
related Mortgage Loan documents. The Depositor, the Master Servicer and the Certificate Administrator acknowledge that in the
event the Mortgaged Property securing the related Serviced Companion Loan is a “significant obligor” (within the meaning
of Item 1101(k) of Regulation AB) with respect to an Other Securitization that includes such Serviced Companion Loan, the date
on which quarterly financial statements are required to be delivered to


 






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the related lender under the related
Mortgage Loan documents is, with respect to net operating income information, for (A) the 365 Bond Pari Passu Companion
Loan, 45 days following the end of each fiscal quarter, (B) the Albertsons Industrial - PA Pari Passu Companion Loan, 45 days
following the end of each fiscal quarter and (C) the Pace Gallery HQ Pari Passu Companion Loan, 30 days following the end of
each fiscal quarter; provided that, as provided under the related loan agreement, the Master Servicer shall request
the related Mortgagor to provide such information in a timely manner as may be required to meet all filing requirements under
Regulation AB.


 


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


 


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


 


“Sole Owner”:
Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or a Holder of a Definitive Certificate
holding 100% of the then outstanding Class E-RR, Class F-RR, Class G-RR, Class H-RR and Class I-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 and Class D Certificates have been retired and the Notional Amounts of the Class X-A, Class X-B, Class X-D
Certificates have been reduced to zero.


 


“Special Notice”:
As defined in Section 5.06.


 


“Special Servicer”:
Midland Loan Services, a Division of PNC Bank, National Association, a national banking association, 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
Major Decision”: Any Major Decision with respect to a Non-Specially Serviced Mortgage Loan under clauses (i) through
(xi) of the definition of “Major Decision.”


 


“Special Servicer
Non-Major Decision”: Collectively:


 


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


  






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(b)           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 as further identified on Schedule 3 to this Agreement, but excluding
(subject to clause (d) below), as to Mortgage Loans or Serviced Whole Loans which are non-Specially Serviced Mortgage Loans,
(A) 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 Mortgage
Loan documents, (B) 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 related
Mortgage Loan documents or (C) any other funding or disbursement as mutually agreed upon by the Master Servicer and Special
Servicer;


 


(c)          
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;


 


(d)          
in circumstances where no lender discretion is required other than confirming the satisfaction of the applicable terms of
the Mortgage Loan documents (including determining whether any applicable terms or tests are satisfied), processing requests for
any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Whole Loan;
provided that, in any case, Special Servicer Non-Major 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;


 


(e)          
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


 


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


 


provided, however,
that with respect to clauses (a)(i) and (a)(ii) of this definition, the Master Servicer shall process such request with respect
to Non-Specially Serviced Mortgage Loans and obtain the consent or deemed consent of the Special Servicer as provided in this Agreement.


  






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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 in accordance with the terms and conditions
reasonably agreed to by the Master Servicer and the Special Servicer, including the Special Servicer’s consent. If the
Master Servicer and the Special Servicer mutually agree that the Master Servicer shall process a Special Servicer Non-Major
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 Non-Major 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).


 


“Sponsors”:
Goldman Sachs Mortgage Company, a New York limited partnership, and its successors-in-interest and Citi Real Estate Funding Inc.,
a New York corporation, 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);


  






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(iii)          the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage Loan and
Liquidation Proceeds received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified
Substitute Mortgage Loan, the Due Date in the related month of substitution); and


 


(iv)          
any reduction in the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification
of such Mortgage Loan pursuant to the terms and provisions of this Agreement that occurred prior to the end of the Collection Period
for the most recent Distribution Date.


 


With respect to any REO
Loan that is a successor to a Mortgage Loan, as of any date of determination, an amount equal to (x) the Stated Principal
Balance of the predecessor Mortgage Loan as of the date of the related REO Acquisition, minus (y) the sum of:


 


(i)           
the principal portion of any P&I Advance made with respect to such REO Loan; and


 


(ii)          
the principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage
Loan), Liquidation Proceeds and REO Revenues received with respect to such REO Loan.


 


A Mortgage Loan or an
REO Loan that is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated
Principal Balance until the Distribution Date on which the payments or other proceeds, if any, received in connection with a Liquidation
Event in respect thereof are to be (or, if no such payments or other proceeds are received in connection with such Liquidation
Event, would have been) distributed to Certificateholders.


 


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


 


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


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in 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.


  






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“Subordinate
Certificate”: Any Class A-S, Class B, Class C, Class D, Class X-D, Class E-RR, Class F-RR, Class
G-RR, Class H-RR and Class I-RR Certificate.




 


“Subordinate
Companion Holder”: The holder of any of the AB Subordinate Companion Loan. For the avoidance of doubt, there is no Subordinate
Companion Loan Holder related to the Trust.


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the material
servicing functions required to be performed by the Master Servicer, the Special Servicer or an Additional Servicer under this
Agreement, with respect to some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.20.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b) hereof, an amount equal to the excess,
if any, of the Purchase Price of the Mortgage Loan, being replaced calculated as of the date of substitution over the Stated Principal
Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest
due during or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans are substituted
(at the same time by the same Mortgage Loan Seller) for one or more removed Mortgage Loans, the Substitution Shortfall Amount shall
be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan(s), being
replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


  


“Surviving Entity”:
As defined in Section 6.03(b).


 


“Tax
Returns”: The federal income tax returns on (i) Internal Revenue Service Form 1066, U.S. Real Estate
Mortgage Investment Conduit (REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of each Trust REMIC due
to its respective classification as a REMIC under the REMIC Provisions and (ii) Internal Revenue Service Form 1041 or
Internal Revenue Service Form 1099, as applicable, or any successor forms to be filed on behalf of the Grantor Trust,
together with any and all other information, reports or returns that may be required to be furnished to the
Certificateholders or 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”: KKR Real Estate Credit Opportunity Partners Aggregator I L.P., 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.


 



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“Third Party
Purchaser Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be established
at the direction of the Retaining Sponsor for the benefit of the Holders of the HRR Certificates.


 


“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.


 


“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.


 


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


 


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


 


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


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “GS Mortgage Securities Trust 2019-GC38”.


 


“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 Excess Interest 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 each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the
Lower-Tier Regular Interests; (xii) the proceeds of


 






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 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); and (xiii) the Interest Deposit Amount.


 


“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 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, Citigroup Global Markets Inc., 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.



 






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“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 Trust
2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38, 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 and the Class S Certificates will not be
entitled to any Voting Rights.


 


“Weighted Average
Net Mortgage Rate”: With respect to any Distribution Date, a per annum rate equal to the weighted average of the
Net Mortgage Rates in effect for the




 






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Mortgage Loans (including any Non-Serviced
Mortgage Loan) and REO Loan (other than the portion of the REO Loan related to any Companion Loan) as of their respective Due
Dates in the month preceding the month in which such Distribution Date occurs, weighted on the basis of their respective Stated
Principal Balances immediately following the Distribution Date (or, if applicable, the Closing Date) in such preceding month.


 


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22) or successor
provisions.


 


“WHFIT Regulations”:
Treasury Regulations Section 1.671-5, as amended or successor provisions.


 


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


 


“Whole Loan”:
With respect to any Mortgage Loan with a related Companion Loan, such Mortgage Loan and its related Companion Loan(s), collectively,
as identified in the “Whole Loans” chart in the Preliminary Statement. With respect to each Whole Loan, references
herein to each such Whole Loan shall be construed to refer to the aggregate indebtedness under the related Mortgage Loan and the
related Companion Loan(s).


 


“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 



 






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Whole Loan, if applicable)
becomes a Corrected Loan through and including the then related maturity date, then the Workout Fee Rate shall be a rate equal
to such higher rate as would result in a Workout Fee equal to $25,000 when applied to each expected payment of principal and interest
(other than Default Interest) on the related Mortgage Loan (or Serviced Whole Loan, if applicable) from the date such Mortgage
Loan (or Serviced Whole Loan, if applicable) becomes a Corrected Loan through and including the then related maturity date); provided
that no Workout Fee will be payable by the issuing entity with respect to any Corrected Loan if and to the extent that the
Corrected Loan became a Specially Serviced Mortgage Loan under clause (ii) or clause (iii) of the definition of
“Servicing Transfer Event” (and no other clause of that definition) and no event of default actually occurs, unless
the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan is modified by the special servicer
in accordance with the terms of the Pooling and Servicing Agreement; provided, further that if a Mortgage Loan or
Serviced Companion Loan becomes a Specially Serviced Mortgage Loan only because of an event described in clause (i) of
the definition of “Servicing Transfer Event” as a result of a payment default at maturity and the related collection
of interest and principal is received within 90 days following the related maturity date in connection with the full and final
pay-off or refinancing of the related Mortgage Loan or Serviced Whole Loan, the special servicer will not be entitled to collect
a Workout Fee, but may collect and retain appropriate fees from the related borrower in connection with such workout. The Workout
Fee with respect to any Specially Serviced Mortgage Loan that becomes a Corrected Loan will be reduced by any Excess Modification
Fees paid by or on behalf of the related borrower with respect to such Mortgage Loan or Serviced Whole Loan as described in the
definition of “Excess Modification Fees”, but only to the extent those fees have not previously been deducted from
a Workout Fee or Liquidation Fee.


 


“Yield Maintenance
Charge”: With respect to any Mortgage Loan or REO Loan, the yield maintenance charge or prepayment premium set forth
in the related Mortgage Loan documents; provided that no amounts shall be considered Yield Maintenance Charges until there
has been a full recovery of all principal, interest and other amounts then due under such Mortgage Loan or REO Loan.


 


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


 


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


 


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


 


Section 1.02       
Certain Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect to the
Certificates and the 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




 


 






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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(a) and (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).


 


(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.



 






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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 2019-GC38, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and
otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust, without recourse, for the benefit
of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein, for
the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections
2, 3, 4, 5 (other than Section 5(e) and 5(f)), 6 (other than Section 6(a)(viii) and 6(i)) and, to the extent related to the
foregoing, 7, 11, 12, 13, 14, 16, 17, 18 and 23 of each 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. 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 and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans).
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 Sellers (pursuant to the applicable 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).
None of the Certificate Administrator, the Trustee, the Custodian, the Master Servicer or the Special Servicer shall be liable
for any failure by any Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the related 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 applicable Mortgage Loan Seller shall deliver to the
Master Servicer and the Master Servicer shall hold the original (or copy, if such original has been submitted by the applicable
Mortgage Loan Seller to the issuing bank to effect an assignment or amendment of such letter of credit (changing the beneficiary
thereof to the Trustee (in care of the Master Servicer) for the benefit of the Certificateholders and, if applicable, the related
Serviced Companion 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 applicable Mortgage Loan Seller shall
be deemed to have satisfied any delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 


 






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2.01(b)
by delivering with respect to any letter(s) of credit a copy thereof to the Custodian together with an Officer’s Certificate
of the applicable Mortgage Loan Seller certifying that such document has been delivered to the Master Servicer or an Officer’s
Certificate from the Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b).
If a letter of credit referred to in the previous sentence is not in a form that would allow the Master Servicer to draw on such
letter of credit on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, the related Serviced Companion
Noteholder, in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage
Loan Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment or amendment documents
if the related Mortgage Loan Seller has submitted the originals to the related issuer of such letter of credit for processing)
to the Master Servicer within 90 days of the Closing Date. The applicable Mortgage Loan Seller shall pay any costs of assignment
or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s) of credit on behalf
of the Trustee for the benefit of the Certificateholders and, if applicable, the related Serviced Companion 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 related
Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any related comfort letter
to the Trustee for the benefit of the Certificateholders or have a new comfort letter (or any such new document or acknowledgement
as may be contemplated under the existing comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders,
the applicable Mortgage Loan Seller or its designee shall, within 45 days of the Closing Date (or any shorter period if required
by the applicable comfort letter), provide any such required notice or make any such required request to the related franchisor
for the transfer or assignment of such comfort letter or issuance of a new comfort letter (or any such new document or acknowledgement
as may be contemplated under the existing comfort letter), with a copy of such notice or request to the Custodian (who shall include
such document in the related Mortgage File), the Master Servicer and the Special Servicer, and the Master Servicer shall use reasonable
efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such
new document or acknowledgement as may be contemplated under the existing comfort letter) and the Master Servicer shall, as soon
as reasonably practicable following receipt thereof, deliver the original of such replacement comfort letter, new document or acknowledgement,
as applicable, to the Custodian for inclusion in the Mortgage File.


 


(c)          
The Depositor hereby represents and warrants that each Mortgage Loan Seller has covenanted in the related Mortgage Loan
Purchase Agreement that, except with



 






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respect to any Non-Serviced Mortgage Loan, it shall record and file, or cause a third party
on its behalf to record and file at such Mortgage Loan Seller’s expense, in the appropriate public office for real property
records or UCC Financing Statements, as appropriate (or, with respect to any assignments that the Custodian has agreed to record
or file pursuant to this Agreement, deliver to the Custodian for such purpose and cause the Custodian to record and file), each
related Assignment of Mortgage and assignment of Assignment of Leases, in favor of the Trustee, referred to in clause (4)
of the definition of “Mortgage File” and each related UCC-3 assignment referred to in clause (14) of the
definition of “Mortgage File”. This subsection (c) shall not apply to any Non-Serviced Mortgage Loan because
the documents referred to herein have been assigned to an Other Trustee.


 


The Depositor hereby
represents and warrants that each Mortgage Loan Seller has covenanted in the related Mortgage Loan Purchase Agreement as to each
Mortgage Loan (exclusive of the Non-Serviced Mortgage Loans), that if it cannot deliver or cause to be delivered the documents
and/or instruments referred to in clauses (2), (3), (6) (if recorded) and (14) of the definition
of “Mortgage File” solely because of a delay caused by the public recording or filing office where such document or
instrument has been delivered for recordation or filing, as applicable, a copy of the original certified by the applicable Mortgage
Loan Seller to be a true and complete copy of the original thereof submitted for recording, shall be forwarded to the Custodian.
Each assignment referred to in the prior paragraph that is recorded and the file copy of each UCC-3 assignment referred to in the
previous paragraph shall reflect that it should be returned by the public recording or filing office to the Custodian or its agent
following recording (or, alternatively, to the applicable Mortgage Loan Seller or its designee, in which case such 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 applicable Mortgage Loan Seller shall obtain therefrom and deliver to the Custodian a certified copy of the recorded
original. On a monthly basis, at the expense of the applicable Mortgage Loan Seller, the Custodian shall forward to the Master
Servicer a copy of each of the aforementioned assignments following the Custodian’s receipt thereof.


 


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


 


(d)          
In connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, the Depositor
shall direct each Mortgage Loan Seller (pursuant to the related 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




 






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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 each Mortgage Loan Seller, and (iii) all unapplied Escrow Payments and reserve funds
in the possession or under the control of each 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 neither Mortgage Loan Seller shall be required to deliver any draft documents,
privileged or other communications, credit underwriting, due diligence analyses or data or internal worksheets, memoranda, communications
or evaluations. 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 each 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)           
Each Mortgage Loan Purchase Agreement shall provide that within sixty (60) days of the Closing Date, each 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 related 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 applicable Mortgage Loan Seller shall provide to
each of the




 






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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 applicable 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.


 


(k)          
Notwithstanding anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection with a Servicing
Shift Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this Agreement
(other than the endorsements to the Note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier of (i) the
related Servicing Shift Securitization Date, in which case such instruments shall be assigned and recorded in accordance with the
related Non-Serviced Pooling Agreement, (ii) 180 days following the Closing Date, and (iii) such Servicing Shift Whole Loan becoming
a Specially Serviced Mortgage Loan prior to such Servicing Shift Securitization Date, in which case assignments and recordations
shall be effected in accordance with this Section 2.01 until the occurrence, if any, of such Servicing Shift Securitization
Date, (2) no letter of credit need be amended (including, without limitation, to change the beneficiary thereon) until the earlier
of (i) the related Servicing Shift Securitization Date, in which case such amendment shall be in accordance with the related Non-Serviced
Pooling Agreement, (ii) 180 days following the Closing Date, and (iii) such Servicing Shift Whole Loan becoming a Specially Serviced
Mortgage Loan prior to such Servicing Shift Securitization Date in which case such amendment shall be effected in accordance with
the terms of this Section 2.01, and (3) on and following such Servicing Shift Securitization Date, the Person selling the
related Servicing Shift Lead Note to the related Non-Serviced Depositor, at its own expense, shall be (a) entitled to direct in
writing, via a Request for Release, which may be conclusively relied upon by the Custodian, the Custodian to deliver the originals
of all the Mortgage Loan documents relating to such Servicing Shift Whole Loan in its possession (other than the original Note(s)
evidencing such Servicing Shift Mortgage Loan) to the related Non-Serviced Trustee or the related Non-Serviced Custodian, (b) if
the right under clause (a) is exercised, required to cause the retention by or delivery to the Custodian of photocopies
of Mortgage Loan documents related to such Servicing Shift Whole Loan so delivered to such Non-Serviced Trustee or such Non-Serviced
Custodian, (c) entitled to cause the completion (or, in the event of a recordation as contemplated by clause (1)(ii)
of this paragraph, the preparation, execution and delivery) and recordation of instruments of assignment in the name of the related
Other Trustee or related Non-Serviced Custodian, (d) if the right under clause (c) is exercised, required to deliver to
the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require
the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with the transfer of, the Servicing
File, and any Escrow Payments, reserve funds and items specified in clauses (9), (12) (14) and (18) of the
definition of “Mortgage File” for such Servicing Shift Whole Loan to the related Other Servicer.


 






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Section 2.02       
Acceptance by Trustee. (a) The Trustee, by its execution and delivery of this Agreement, hereby accepts receipt,
directly or through the Custodian on its behalf, of (i) the Mortgage Loans and all documents delivered to it that constitute
portions of the related Mortgage Files (to the extent such documents constituting the Mortgage Files are actually delivered to
the Trustee or Custodian) and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without
notice of any adverse claim, and declares that it or the Custodian on its behalf holds and will hold such documents and any other
documents subsequently received by it that constitute portions of the Mortgage Files, and that the Custodian on behalf of the Trustee
holds and will hold the Mortgage Loans and such other assets, together with any other assets subsequently delivered to it that
are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders and,
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, each 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 a 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 related Mortgage Loan Purchase Agreement, certify in writing (substantially
in the form of Exhibit Q to this Agreement) to each of the other parties hereto, each 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 applicable Mortgage Loan Seller has otherwise
satisfied the delivery requirements in accordance with the related 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 


 






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appropriate) and (C) purport
to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) of this Agreement
and this Section 2.02(b) and only as to the foregoing documents (together with any loan agreement that has been delivered
by the related Mortgage Loan Seller), the information set forth in the Mortgage Loan Schedule with respect to the items specified
in clauses (iv) and (v) of the definition of “Mortgage Loan Schedule” accurately reflects the information
set forth in the Mortgage File. With respect to the items listed in clauses (2), (3), (4) and (6)
of the definition of “Mortgage File” if the original of such document is not in the Custodian’s possession
because it has not been returned from the applicable recording office, then the Custodian’s certification prepared pursuant
to this Section 2.02(b) should indicate the absence of such original. If the Custodian’s obligation to deliver the
certifications contemplated in this subsection terminates because two years have elapsed since the Closing Date, the Custodian
shall deliver a comparable certification to any party hereto, the Companion Holder and any Underwriter and any Initial Purchaser
on request.


 


(c)          
It is acknowledged that none of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or
the Custodian is under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or
other papers relating to the Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable,
sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore,
none of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian shall have any responsibility
for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording
of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted
in any applicable jurisdiction.


 


(d)          
It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that
the documents specified in clauses (1), (2), (3), (4) (other than with respect to the Non-Serviced
Mortgage Loans), (5), (7), (14) and (20) (for any


 


Mortgage Loan that is part of a Whole Loan) of the
definition of “Mortgage File” have been received, appear regular on their face and such additional information as will
be necessary for delivering the certifications required by Sections 2.02(a) and 2.02(b) of this Agreement.


 


(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 Sellers’ 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




 






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failure to qualify would not have
a materially adverse effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all
necessary corporate action to authorize the execution, delivery and performance of this Agreement by it, and has the power and
authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby, including, but not limited
to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement; the Depositor has
duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


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


 


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


 


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




 






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(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 each
Mortgage Loan Seller pursuant to the related 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 each Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement) to any Person other than the Trustee;
and


 


(ix)          
The Depositor is transferring all of its right, title and interest in and to the Mortgage Loans (as such was transferred
to it by each Mortgage Loan Seller pursuant to the related 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 a Mortgage Loan Seller made pursuant to Section 6(d) of the related
Mortgage Loan Purchase Agreement with respect to any Mortgage Loan (a “Breach”), then such Person shall give
prompt written notice thereof to the related 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 Trustee or 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 applicable 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


 






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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 related Mortgage
Loan Seller, not later than 90 days from the earlier of (a) the earlier of such Mortgage Loan Seller’s discovery
or receipt of notice of, and receipt of a demand to take action with respect to, such Material Defect, or (b) in the case
of a Material Defect relating to a Mortgage Loan not being a Qualified Mortgage, any party’s discovery of such Material
Defect (such 90-day period, the “Initial Cure Period”), to (i) cure such Material Defect in all material
respects (which cure shall include payment of losses and any additional Trust Fund expenses associated therewith, including the
amount of any fees and reimbursable expenses of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage
Loan) (ii) repurchase the affected Mortgage Loan or REO Loan (or the Trust’s interest therein with respect to any Mortgage
Loan that is part of a Whole Loan) at the applicable Purchase Price by wire transfer of immediately available funds to the Collection
Account or (iii) substitute a Qualified Substitute Mortgage Loan (other than with respect to the related Whole Loans, for
which no substitution shall be permitted) for such affected Mortgage Loan (provided that in no event shall any such substitution
occur later than the second anniversary of the Closing Date) and pay the Master Servicer for deposit into the Collection Account,
any Substitution Shortfall Amount in connection therewith, all in conformity with the applicable 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 applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect
within such Initial Cure Period, then such 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 such Mortgage Loan Seller’s receiving
such Extended Cure Period, such 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 related Mortgage Loan Seller is pursuing in connection with the cure of such Material Defect and stating that such
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 related Mortgage Loan Seller to have received the recorded document, then such Mortgage Loan Seller
shall be entitled to continue to defer its cure, repurchase or substitution obligations in respect of such Document Defect so long
as the related 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 related 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 


 



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Collection Account as the account
to which funds in the amount of the Substitution Shortfall Amount are to be wired. Any such repurchase or substitution of a Mortgage
Loan shall be on a whole loan, servicing released basis. Periodic Payments due with respect to each Qualified Substitute Mortgage
Loan (if any) after the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage
Loan being repurchased or replaced, and received by the Master Servicer or the Special Servicer on behalf of the Trust, after
the related Cut-off Date through, but not including, the related date of repurchase or substitution, shall be part of the Trust
Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date
in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced and received
by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall
not be part of the Trust Fund and are to be remitted by the Master Servicer to the applicable 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 a 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 applicable Mortgage Loan Seller and the Special Servicer on behalf of the
Trust (and, with respect to any Mortgage Loan other than an applicable Excluded Loan or a Servicing Shift Mortgage Loan, with the
consent of the Directing Holder if no Control Termination Event has occurred and is continuing) (each such payment, a “Loss
of Value Payment”) with respect to such Mortgage Loan, the amount of such Loss of Value Payment shall be deposited into
the Loss of Value Reserve Fund to be applied in accordance with Section 3.05(f) of this Agreement. The Special Servicer
shall determine the amount of any applicable Loss of Value Payment (with the consent of the Directing Holder in respect of any
Mortgage Loan that is not an applicable Excluded Loan and for so long as no Control Termination Event has occurred and is continuing)
and, in the case of any Repurchase Request with respect to Non-Specially Serviced Mortgage Loans prior to the occurrence of a Resolution
Failure, shall communicate such amount to the Master Servicer for its enforcement action with the applicable 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 


 






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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 a 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 each 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 a Mortgage Loan Seller, the Master
Servicer or the Special Servicer, from exercising any of its rights related to a Material Defect in the manner and timing set
forth in the related 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
a 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 related 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 applicable 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.




 






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Each notice of a 15Ga-1
Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection required to be given by a party pursuant
to this Section 2.03(b) (each, a “15Ga-1 Notice”) shall be given no later than ten (10) Business
Days after receipt of a Repurchase Communication of such 15Ga-1 Repurchase Request, Repurchase Request Withdrawal, Repurchase or
Repurchase Request Rejection, as applicable, and shall include (i) the identity of the related Mortgage Loan, (ii) the
date that the Repurchase Communication regarding the 15Ga-1 Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase
Request Rejection was received, as applicable, (iii) if known, the basis for the 15Ga-1 Repurchase Request (as asserted in
the 15Ga-1 Repurchase Request) and (iv) in the case of 15Ga-1 Notices provided by the Special Servicer with respect to a 15Ga-1
Repurchase Request, a statement as to whether the Special Servicer currently plans to pursue such 15Ga-1 Repurchase Request.


 


If the Trustee,
the Certificate Administrator, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the
Custodian receives a Repurchase Communication of a 15Ga-1 Repurchase Request, a Repurchase Request Withdrawal, a Repurchase
or a Repurchase Request Rejection, then such party shall promptly forward such Repurchase Communication of such 15Ga-1
Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection to the Special Servicer (with
respect to any Mortgage Loan or REO Loan) and, prior to the occurrence and continuance of a Consultation Termination Event,
the Directing Holder, and include the following statement in the related correspondence: “This is a Repurchase
Communication regarding [a “15Ga-1 Repurchase Request”] [a “Repurchase Request Withdrawal”] [a
“Repurchase”] [a “Repurchase Request Rejection”] under Section 2.03(b) of the Pooling and
Servicing Agreement relating to the GS Mortgage Securities Trust 2019-GC38 Commercial Mortgage Pass-Through Certificates,
Series 2019-GC38, 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. Each
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 applicable 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


 






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any 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 each 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 each Mortgage Loan Seller to deliver one (1) PDF and ten (10) originals
of a power of attorney substantially in the form of Exhibit F to the applicable 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 each Mortgage Loan Purchase Agreement,
the related Mortgage Loan Seller will be required to effect (at such Mortgage Loan Seller’s expense) 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 a Mortgage Loan Seller (or other responsible
repurchasing entity) repurchases the related Companion Loan pursuant to the Other Pooling and Servicing Agreement, such Mortgage
Loan Seller shall also repurchase such Non-Serviced Mortgage Loan; provided, however, that such repurchase obligation
does not apply to any “material document defect” related solely to the promissory note for such Companion Loan.


 


(c)          
Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated in this Section 2.03, and further
subject to Section 2.01(b) and Section 2.01(c) of this Agreement, failure of such Mortgage Loan Seller to deliver
the documents referred to in clauses (1), (2), (7), (8), (18) and (19) in the definition
of “Mortgage File” in accordance with this Agreement and the related 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 applicable Mortgage Loan Seller, upon delivery to each of them of a receipt executed by such 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


 






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document that constitutes
a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to the applicable Mortgage Loan
Seller or its designee in the same manner, but only if the respective documents have been previously assigned or endorsed to the
Trustee, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which such
documents were previously assigned to the Trustee on behalf of the Trust or as otherwise reasonably requested to effect the retransfer
and reconveyance of the Mortgage Loan and the security thereof to the related Mortgage Loan Seller or its designee; provided
that such tender by the Trustee and the Custodian shall be conditioned upon its receipt (and such receipt shall be deemed
to be the Master Servicer’s direction to the Trustee and the Custodian to) from the Master Servicer of a Request for Release
and an Officer’s Certificate to the effect that the requirements for repurchase or substitution have been satisfied. The
Master Servicer shall, and is hereby authorized and empowered by the Trustee to, prepare, execute and deliver in its own name,
on behalf of the Certificateholders and the Trustee or any of them, the endorsements and assignments contemplated by this Section
2.03(d), and such other instruments as may be necessary or appropriate to transfer title to an REO Property (including with
respect to the Non-Serviced Mortgage Loans) in connection with the repurchase of, or substitution for, an REO Loan and the Trustee
shall execute and deliver any powers of attorney necessary to permit the Master Servicer to do so; provided, however,
that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or any of its agents
or subcontractors. The parties to this Agreement acknowledge that each 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, such 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)             Each
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
shall 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 related 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 applicable 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




 



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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 related 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 related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in
connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such 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 related 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 applicable 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 applicable 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, shall, as set forth in the applicable 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 applicable Mortgage Loan Purchase Agreement
to forbear from exercising such remedies until the related Mortgage Loan documents evidencing and securing the relevant
Mortgage Loan can be modified in a manner that complies with the related 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 a 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



 



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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 related 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 related Mortgage Loan Seller. Subject to Section
2.03(j), the Enforcing Servicer shall be the Enforcing Party with respect to the PSA Party Repurchase Request. If a Resolution
Failure occurs with respect to the PSA Party Repurchase Request, the provisions described below under Section 2.03(j) shall
apply.


 


(iii)           In
the event the Repurchase Request is not Resolved within 180 days after the applicable Mortgage Loan Seller receives the Repurchase
Request (a “Resolution Failure”), the provisions described in Section 2.03(j) shall apply. Receipt
of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the related 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



 






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Requesting Holder or by a party to this Agreement), the Enforcing Servicer shall send a notice
(a “Proposed Course of Action Notice”) to the Initial Requesting Holder, if any, at the address specified in
the Initial Requesting Holder’s Repurchase Request, and to the Certificate Administrator. The Certificate Administrator
shall make the Proposed Course of Action Notice available to all other Certificateholders and Certificate Owners, 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 circumstances where a Certificateholder
is acting as the Enforcing Party) the course of action agreed to and/or proposed by the majority, by Certificate Balance, of the
responding Certificateholders that involves referring the matter to mediation or arbitration, as the case may be, in accordance
with the procedures described below relating to the delivery of the Preliminary Dispute Resolution Election Notices and Final
Dispute Resolution Election Notices, (c) a statement that responding Certificateholders will be required to certify their holdings
in connection with such response, (d) a statement that only responses clearly marked “agree” or “disagree”
with such Proposed Course of Action will be taken into consideration and (e) instructions for responding Certificateholders to
send their responses to the Enforcing Servicer and the Certificate Administrator.
Within three (3) Business Days after the expiration of the 30-day response period, the Certificate Administrator shall tabulate
the responses 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 applicable Mortgage Loan Seller with respect to the Repurchase
Request and the Initial Requesting Holder, if any, or any other Certificateholder or Certificate Owner wishes to exercise its
right to refer the matter to mediation (including nonbinding 


 



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arbitration)
or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights
against the applicable 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 and Certificate Owners shall also be considered Preliminary Dispute Resolution
Election Notices supporting such Proposed Course of Action for purposes of determining the course of action approved by the majority,
by Certificate Balance, of Certificateholders.


 


(ii)           
If neither the Initial Requesting Holder, if any, nor any other Certificateholder or Certificate Owner delivers a Preliminary
Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner shall
have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer, as the Enforcing Party,
shall be the sole party obligated and entitled to determine a course of action, including but not limited to, enforcing the Trust’s
rights against the related 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 shall consult with each Requesting Holder
regarding such Requesting Holder’s intention to elect either mediation (including nonbinding arbitration) or arbitration
as the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution Consultation”)
so that such Requesting Holder may consider the views of the Enforcing Servicer as to the claims underlying the Repurchase Request
and possible dispute resolution methods, such discussions to occur and be completed no later than 10 Business Days following the
Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish procedures the Enforcing Servicer deems
in good faith to be in accordance with the Servicing Standard relating to the timing and extent of such consultations. No later
than 5 Business Days after completion of the Dispute Resolution Consultation, a Requesting Holder may provide a final notice to
the Enforcing Servicer indicating its decision to exercise its right to refer the matter to either mediation or arbitration (“Final
Dispute Resolution Election Notice”).


 



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


 


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




 



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an applicable
Excluded Loan is not involved, and in accordance with the Servicing Standard. For the avoidance of doubt, none of the Depositor,
a 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 Election Notice or otherwise to vote Certificates owned by it or
such Affiliate(s) with respect to the course of action proposed or undertaken pursuant to the procedures described in Section
2.03(i) and Section 2.03(j).


 


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


 


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


 


(ii)          
The mediator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of
experience in commercial litigation, and either, commercial real estate finance or commercial mortgage-backed securitization matters
or other complex commercial transactions and who will be appointed from a list of neutrals maintained by the Mediation Services
Provider. Upon being supplied a list of at least ten potential mediators by the Mediation Services Provider each party will have
the right to exercise two peremptory challenges within 14 days and to rank the remaining potential mediators in order of preference.
The Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices
of the parties to the extent possible.


 


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


 


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


 


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


 


(i)           
The arbitration shall be administered by a nationally recognized arbitration services provider selected by the related
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



 






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of neutrals maintained by the Arbitration
Services Provider. Upon being supplied a list of at least ten potential arbitrators by the Arbitration Services Provider each
party will have the right to exercise two peremptory challenges within 14 days and to rank the remaining potential arbitrators
in order of preference. The Arbitration Services Provider will select the arbitrator from the remaining attorneys on the list
respecting the preference choices of the parties to the extent possible.


 


(iii)          
Prior to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable
inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)          After
consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment, the arbitrator
shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of
expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule,
hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of
Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing and post
hearing motions), and shall 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 shall 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 thirty (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 related 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 shall 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





 



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the determination
permitted under federal or state law, and may be enforced in any court of competent jurisdiction.


 


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


 


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


 


(m)           The
following provisions will apply to both mediation and third-party arbitration:


 


(i)            
Any mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


 


(ii)          
If the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute
relating to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider,
then any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending
the final decision of the arbitration panel, solely by application in the Southern District if such court shall have subject matter
jurisdiction, or if the Southern District has no jurisdiction, then the Supreme Court of the State of New York for the County
of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


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


 


(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,


 



 



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provided that a Consultation
Termination Event has not occurred and is continuing and an applicable Excluded Loan is not involved, and in accordance with the
Servicing Standard. All amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its
behalf, and deposited in the Collection Account. The agreement with the arbitrator or mediator, as the case may be, will provide
that in the event a Requesting Holder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s
decision or the agreement reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible
for any such costs and expenses allocated to the Requesting Holder.


 


(v)          
In the event a Requesting Holder is the Enforcing Party, the Requesting Holder to pay any expenses allocated to the Enforcing
Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the mediation proceedings.


 


(vi)          The
Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or a Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation
or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that Certificateholders
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 each
Mortgage Loan Purchase Agreement, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC
and the Grantor Trust. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess
Interest) 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 creation of the Grantor Trust (as described in Section 2.05 below); (iii) acknowledges
the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC; and (iv) immediately thereafter,
in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges that it has caused the Certificate Administrator to
issue the





 



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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, the Class S Certificates and the Class R Certificates,
and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations and
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).


 


Section
2.05        Creation of the Grantor Trust. The
portions of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, undivided beneficial ownership of which will
be represented by the Class S Certificates, shall be treated as a grantor trust for federal income tax purposes under subpart
E, part I of subchapter J of the Code.


 


Article
III



ADMINISTRATION AND

SERVICING OF THE TRUST FUND


 


Section
3.01        The Master Servicer to Act as Master
Servicer; Special 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
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 


 



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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, any Mortgage Loan Seller, the originators or any other parties to
this Agreement or any Affiliate of the foregoing; (ii) the ownership of any Certificate (or any interest in any Companion
Loan, mezzanine
loan, or subordinate debt relating to a Mortgage Loan) by the Master Servicer, the Special Servicer or any Affiliate of the Master
Servicer or the Special Servicer, as applicable; (iii) the obligation, if any, of the Master Servicer to make Advances; (iv) the
right of the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates to receive compensation for
its services and reimbursement for its costs hereunder or with respect to any particular transaction; (v) the ownership,
servicing or management for others of (a) the Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan or (b) any
other mortgage loans, subordinate debt, mezzanine loans or properties not covered by this Agreement or held by the Trust by the
Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt that the Master Servicer
or the Special Servicer, as the case may be, or any of its Affiliates, has extended to any Mortgagor or an Affiliate of any Mortgagor
(including, without limitation, any mezzanine financing); (vii) any option to purchase any Mortgage Loan or any related Companion
Loan the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, may have; and (viii) any
obligation of the Master Servicer or the Special Servicer, or any of their respective Affiliates, to repurchase or substitute
for a Mortgage Loan as a mortgage loan seller (if the 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”).


 



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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 Special Servicer Major Decision or Special Servicer Non-Major
Decision and (ii) any REO Properties (other than the Non Serviced Mortgaged Properties); provided that the Master Servicer
shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder
with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer,
as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO
Acquisition had occurred, and to render such services with respect to such Specially Serviced Mortgage Loans and REO Properties
as are specifically provided for herein; provided, further, however, that the Master Servicer shall not be
liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide
sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply
with its obligations hereunder. The Master Servicer, in its capacity as Master Servicer, will not have any responsibility for
the performance by the Special Servicer, in its capacity as a Special Servicer, of its duties under this Agreement. The Special
Servicer, in its capacity as a Special Servicer, will not have any responsibility for the performance by the Master Servicer,
in its capacity as Master Servicer, of its duties under this Agreement. Each Mortgage Loan or any related Serviced Companion Loan
that becomes a Specially Serviced Mortgage Loan shall continue as such until satisfaction of the conditions specified in Section
3.19(a). Without limiting the foregoing, subject to (i) the processing of any Special
Servicer Major Decision or Special Servicer Non-Major 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 


 



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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 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-1 or Exhibit R-2, respectively, attached hereto (or
such other form as mutually agreed to by the Trustee and the Master Servicer or the 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


 



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Servicer
or the Special Servicer. Notwithstanding anything contained herein to the contrary, the Master Servicer or the Special Servicer
as the case may be, shall not, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely
under the Trustee’s name without indicating the Master Servicer’s or the Special Servicer’s, as the case may
be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit
or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer
or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the
initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master
Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action,
suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or
the Special Servicer’s, as applicable, representative capacity)) or (ii) take any action with the intent to cause,
and that actually causes, the Trustee to be required to be registered to do business in any state.


 


(c)             To
the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan
documents (including any related Co-Lender Agreement) to exercise its discretion with respect to any action which requires
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan
Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25), the Master Servicer shall require the costs of such Rating Agency Confirmation to be borne by the related
Mortgagor. To the extent the terms of the related Mortgage Loan documents or Companion Loan documents (including any related
Co-Lender Agreement) require the Mortgagor to bear the costs of any Rating Agency Confirmation or confirmation of any
applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25), the Master Servicer shall not waive the requirement that such costs and
expenses be borne by the related Mortgagor. To the extent that the terms of the related Mortgage Loan documents or Companion
Loan documents (including any related Co-Lender Agreement) are silent as to who bears the costs of any Rating Agency
Confirmation or confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be
considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer shall use
reasonable efforts to have the Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible for the
payment of such costs and expenses out of pocket other than as a Property Protection Advance.


 


(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.



 



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(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
applicable Mortgage Loan Seller pursuant to the related 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 applicable Mortgage Loan Seller has notified the provider of such letter of credit
pursuant to clause (x) of the immediately preceding sentence, such 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 applicable Mortgage Loan Seller shall pay such costs and expenses as and to the extent
required under the related Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related Mortgagor to pay
any costs and expenses relating to any modifications to the related letter of credit, and such Mortgagor fails to pay such costs
and expenses after the Master Servicer has exercised reasonable efforts to collect such costs and expenses from such Mortgagor,
then the Master Servicer shall give the applicable Mortgage Loan Seller notice of such failure and the amount of costs and expenses,
and such Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the related 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 any Mortgage Loan Seller to perform its
obligations under the related 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.



 



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(i)           
  The Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage
Loan or Serviced Whole Loan, that is subject to or becomes subject to a Co-Lender Agreement in the future, it shall, subject to
Section 3.19, use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard
and to the extent the Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the
Trustee pursuant to any such Co-Lender Agreement. The costs and expenses incurred by the Special Servicer in connection with such
enforcement shall be paid as a Trust Fund expense or, subject to the terms of the applicable Co-Lender Agreement, (i) with
respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion
Loan, in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loan, or (ii) with respect to any Serviced AB Whole Loan, first, by the related AB Subordinate Companion
Loan and then, by the Trust.


 


(j)           
 Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent
required under the related Co-Lender Agreement, the servicing and administration of a Serviced Whole Loan shall continue
hereunder (but not with respect to making Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust
Fund, until such time as a separate servicing agreement is entered into in accordance with the related Co-Lender Agreement
(it being acknowledged that neither the Master Servicer nor the Special Servicer shall be obligated under a separate
agreement to which it is not a party); provided that, other than pursuant to Section 6.04 (and, with respect to Section
6.04, solely with respect to claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses incurred in connection with a legal claim or action resulting
from an action or inaction taken or not taken while the related Serviced Mortgage Loan was part of the Trust Fund), no costs,
expenses, losses or fees accruing with respect to such Serviced Whole Loan on and after the date the related Serviced
Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust Fund and the Master Servicer shall have
no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases to be part of the Trust Fund; provided, however,
that if, in the case of any Serviced Pari Passu Whole Loan, the related Serviced Companion Loan continues to be included in
an Other Securitization, then for so long as a separate servicing agreement (pursuant to the related Co-Lender Agreement) has
not been entered into, the Master Servicer shall inform the related Other Servicer of any need to make Property Protection
Advances with respect to a Serviced Whole Loan within three (3) Business Days of determining that such an Advance is
necessary or being notified that such an Advance is necessary, or in the case of a Property Protection Advance that needs to
be made on an emergency or urgent basis, within one (1) Business Day. With respect to Property Protection Advances made by
any Other Servicer as contemplated in the proviso to the preceding sentence, the Master Servicer shall, from collections on
the related Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO Properties) received by
the Master Servicer, reimburse the Other Servicer for such Property Protection Advances in 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





 



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responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Co-Lender
Agreement and the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under
the related Non-Serviced Pooling Agreement. The Master Servicer (or, with respect to any Specially Serviced Mortgage Loan, the
Special Servicer) shall use reasonable efforts consistent with the Servicing Standards to enforce the rights of the Trustee (as
holder of a Non-Serviced Mortgage Loan) under the related Non-Serviced Co-Lender Agreement and Non-Serviced Pooling Agreement.


 


(l)           
  The parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions
of the related Non-Serviced Co-Lender Agreement and further acknowledge that, pursuant to the related Non-Serviced Co-Lender Agreement,
(i) the related Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer
and Non-Serviced Special Servicer in accordance with the related Non-Serviced Pooling Agreement, and (ii) in the event that
(A) the related Non-Serviced Companion Loan is no longer part of the Trust Fund created by the related Non-Serviced Pooling Agreement
and (B) the related Non-Serviced Mortgage Loan is included in the Trust Fund, then, as set forth in the related Non-Serviced
Co-Lender Agreement, the related Non-Serviced Whole Loan shall continue to be serviced in accordance with the related Non-Serviced
Pooling Agreement, until such time as a new servicing agreement has been agreed to by the parties to the related Non-Serviced
Co-Lender Agreement in accordance with the provisions of such agreement and confirmation has been obtained from the Rating Agencies
that such new servicing agreement would not result in a downgrade, qualification or withdrawal of the then current ratings of
any Class of Certificates then outstanding.


 


(m)            Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Serviced Whole Loan are limited by, and subject to, the terms of the related Co-Lender Agreement. The Master Servicer (or,
if a Serviced Whole Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer) shall use reasonable efforts consistent
with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced Mortgage Loan)
under the related Co-Lender Agreement. In the event of any conflict between this Agreement and the related Co-Lender Agreement,
the provisions of the related Co-Lender Agreement shall control.


 


(n)          
  In connection with the securitization of any Serviced Companion Loan, while it is a Serviced Companion Loan,
upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer,
the Special Servicer (if such Serviced Companion Loan is a Specially Serviced Mortgage Loan) and the Trustee, as applicable, shall
use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide
information relating to such 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


 



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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 with respect to each Mortgage Loan that has an Anticipated
Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents,
the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related
Mortgagor to make any payment of Excess Interest, other than requests for collection, until the Maturity Date of the related
Mortgage Loan or until the outstanding principal balance of such Mortgage Loan (exclusive of any portion representing accrued
Excess Interest) has been paid in full); provided, further, that the Master Servicer or the Special Servicer,
as the case may be, may take action to enforce the Trust’s right to apply excess cash flow to principal in accordance
with the terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as applicable, may in its
discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan and Companion Loan that it
is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to
any Mortgage Loan and Serviced Companion Loan; provided that the Master Servicer or the Special Servicer, as
applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan and
Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no
Advance or additional expense of the Trust has been incurred and remains unreimbursed to the Trust with respect to such
Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be
made, subject to the Servicing Standard, only after the Master Servicer or the Special Servicer, as applicable, has, prior to
the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Holder and, prior
to the occurrence and continuance of a Control Termination Event, the Directing Holder has consented to such additional
waiver (provided that if the Master Servicer or the Special Servicer, as applicable, fails to receive a response to
such notice from the Directing Holder in writing within five (5) days of giving such notice, then the Directing Holder shall
be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during
the continuance of a Control Termination Event, the Master Servicer or the Special Servicer, as applicable, may waive any
Penalty Charge in accordance with the Servicing Standard without the consent of the Directing Holder; provided, further,
that the Directing Holder shall have no consent rights with respect to any applicable Excluded Loan with respect to the
foregoing waivers.


 


(b)          
  (i)  All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied
to amounts due and owing under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance
with the express provisions of the Mortgage Loan documents; provided, however, that absent express provisions in
the related Mortgage Loan documents (including any related Co-Lender Agreement), other than with respect to the application of
Liquidation Proceeds, all amounts collected by or on behalf of the Trust in respect of a Mortgage Loan in the form of payments
from the related


 



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


 


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


 


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


 


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


 


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;


 



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


 


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


 


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


 


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


 


thirteenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued by unpaid Excess Interest;


 


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


 


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


 


first,
as a recovery of any unreimbursed Advances (including any Workout- Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and interest at the 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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


tenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, an accrued but unpaid Excess Interest;


 


provided that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes
an REO Loan, the treatment of the foregoing 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


 



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pursuant to the terms of the related Co-Lender Agreement and then, any amounts allocated
to the related Serviced Mortgage Loan, shall be subject to application as described above.


 


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


 


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


 


(d)             In
the event that the Master Servicer or Special Servicer receives Excess Interest prior to the Determination Date for any
Collection Period, or receives notice from the related Mortgagor that the Master Servicer or Special Servicer will be
receiving Excess Interest prior to the Determination Date for any Collection Period, the Master Servicer or Special
Servicer, as the case may be, shall notify the Trustee and Certificate Administrator two (2) Business Days prior to the
related Distribution Date. None of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee
shall be responsible for any failure of the related Mortgagor to pay any such Excess Interest or prepayment penalty. The
preceding statements shall not, however, be construed to limit the provisions of Section 3.02(a).


 


(e)          
  With respect to any Mortgage Loan 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.


 


(f)          
  (A) Promptly following the Closing Date and, with respect to any Servicing Shift Mortgage Loan, promptly following
receipt of written notice by the Certificate 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



 



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


 


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


 



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Property
reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and
the status of insurance premiums and any ground rents payable in respect thereof. The Special Servicer, in the case of REO
Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master Servicer, in the case of all other
Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced Companion Loan, shall use reasonable efforts
consistent with the Servicing Standard to obtain, from time to time, all bills for the payment of such items (including
renewal premiums) and shall effect payment thereof from the applicable REO Account or by the Master Servicer as Property
Protection Advances prior to the applicable penalty or termination date and, in any event, prior to the institution of
foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items, employing for
such purpose Escrow Payments (which shall be so applied by the Master Servicer at the written direction of the Special
Servicer in the case of REO Loans) as allowed under the terms of the related Mortgage Loan (other than a Non-Serviced
Mortgage Loan) and Companion Loan. Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall
service and administer any reserve accounts (including monitoring, maintaining or changing the amounts of required escrows)
in accordance with the terms of such Mortgage Loan and the related Serviced Companion Loan, as applicable, and the Servicing
Standard. To the extent that a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Companion Loan, as
applicable, does not require a Mortgagor to escrow for the payment of real estate taxes, assessments, insurance
premiums, ground rents (if applicable) and similar items, the Special Servicer, in the case of REO Loans, and the Master
Servicer, in the case of all other Mortgage Loans, Companion Loan that it is responsible for servicing hereunder, shall use
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


 



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provided, further,
that the Special Servicer shall not be entitled to make such a request (other than for Property Protection Advances required
to be made on an urgent or emergency basis) more frequently than once per calendar month (although such request may relate to
more than one Property Protection Advance). The Master Servicer may pay the aggregate amount of such Property Protection
Advances listed on a monthly request to the Special Servicer, in which case the Special Servicer shall remit such Property
Protection Advances to the ultimate payees. The Special Servicer shall have no obligation to make any Property Protection
Advances; provided, that in an urgent or emergency situation requiring the making of a Property Protection Advance,
the Special Servicer may make a Property Protection Advance. Within five (5) Business Days of making such a Property
Protection Advance, the Special Servicer shall deliver to the Master Servicer request for reimbursement for such Property
Protection Advance, along with all information and documentation in the Special Servicer’s possession regarding the
subject Property Protection Advance as the Master Servicer may reasonably request, and the Master Servicer shall be
obligated, out of such Master Servicer’s own funds, to reimburse the Special Servicer for any unreimbursed Property
Protection Advances (other than Nonrecoverable Property Protection Advances which shall be reimbursed from the Collection
Account) made by the Special Servicer pursuant to the terms hereof), together with interest thereon at the Reimbursement Rate
from the date made to, but not including, the date of reimbursement. Such reimbursement and any accompanying payment of
interest shall be made within five (5) Business Days of the written request therefor pursuant to the preceding sentence by
wire transfer of immediately available funds to an account designated in writing by the Special Servicer. Upon the Master
Servicer’s reimbursement to the Special Servicer of any Property Protection Advance and payment to the 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


 



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Protection Advance is a Nonrecoverable Advance. All such Advances shall be reimbursable in the first
instance from related collections from the Mortgagors and further as provided in Section 3.05(a). No costs incurred by
the Master Servicer or the Special Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground
rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including, without limitation, the Certificate
Administrator’s calculation of monthly distributions to Certificateholders, 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


 



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from the Trust pursuant to the terms of Section 3.17(c).
The parties acknowledge that pursuant to the applicable Non-Serviced Pooling Agreement, the applicable Non-Serviced Master Servicer
is obligated to make property protection advances with respect to the related Non-Serviced Whole Loan. The applicable Non-Serviced
Master Servicer shall be entitled to reimbursement for Nonrecoverable Property Protection Advances with respect to such Non-Serviced
Whole Loan (with, in each case, any accrued and unpaid interest thereon provided for under the applicable Non-Serviced Pooling
Agreement) in the manner set forth in the applicable Non-Serviced Pooling Agreement and the applicable Non-Serviced Co-Lender
Agreement.


 


(d)            In
connection with its recovery of any Property Protection Advance out of the Collection Account (or any Serviced Whole Loan
Custodial Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section
3.05(a), the Trustee, the Special Servicer and then the Master Servicer, as the case may be and in that order, shall be
entitled to receive, out of any amounts then on deposit in the Collection Account interest at the Reimbursement Rate in
effect from time to time, accrued on the amount of such Property Protection Advance from the date made to, but not including,
the date of reimbursement. Subject to Section 3.17(c), the Master Servicer shall reimburse itself, the Special
Servicer or the Trustee, as the case may be, for any outstanding Property Protection Advance as soon as practically possible
after funds available for such purpose are deposited in the Collection Account (or any Serviced Whole Loan Custodial Account
maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the Master Servicer’s or
the Trustee’s 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


 



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Account, the Interest
Reserve Account and the Gain-on-Sale Reserve Excess Interest Distribution Account. (a)  The Master Servicer shall
establish and maintain, or cause to be established and maintained, a Collection Account in which the Master Servicer shall deposit
or cause to be deposited and in no event later than the second Business Day following receipt of properly identified and available
funds (in the case of payments by Mortgagors or other collections on the Mortgage Loans or Companion Loans), except as otherwise
specifically provided herein, the following payments and collections received or made by or on behalf of it subsequent to the
Cut-off Date (other than in respect of principal and interest on the Mortgage Loans or Companion Loans due and payable on or before
the Cut-off Date, which payments shall be delivered promptly to the applicable Mortgage Loan Seller or its designee and other
than any amounts received from Mortgagors which are received in connection with the purchase of defeasance collateral), or payments
(other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent thereto:


 


(i)          
  all payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments
on Serviced Companion Loans;


 


(ii)          
all payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Yield
Maintenance Charges and Default Interest;


 


(iii)          
late payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses
of the Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


  


(iv)          all
Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale Proceeds)
received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds that
are received in connection with the purchase by the Master Servicer, the 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 related
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


 



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(vii)          any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding
the foregoing requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer
would be authorized to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be
entitled to instead immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts
shall be applied in accordance with the terms hereof and shall be reported as if deposited in such Collection Account and then
withdrawn.


 


The
foregoing requirements for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary
statements or demands, assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks
returned for insufficient funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional
servicing compensation need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit
in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection
Account, any provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from
Mortgagors on Specially Serviced Mortgage Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 


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
(other than the Holders of Class S Certificates), (ii) the Upper-Tier REMIC Distribution Account for the benefit of the Certificateholders
(other than the Holders of Class S Certificates), (iii) the Excess Interest Distribution Account for the benefit of the Holders
of the Class S Certificates. The Master Servicer shall deliver to the Certificate Administrator each


 



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month on or before the Master
Servicer Remittance Date therein, for deposit (x) 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 and (y) in the Excess Interest Distribution
Account all Excess Interest for the related Distribution Date.


 


With
respect to each Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and
maintain the Serviced Whole Loan Custodial Account, which may be a subaccount of the Collection Account, for distributions to
each Companion Holder, to be held for the benefit of the related Companion Holder and shall, within 2 Business Days following
receipt of available and properly identified funds, deposit in the Serviced Whole Loan Custodial Account any and all amounts
received by the Companion Paying Agent that are required by the terms of this Agreement or the applicable Co-Lender Agreement
to be deposited therein; provided, however, that the Companion Paying Agent shall separately track for each
Serviced Companion Loan all amounts deposited with respect to such Serviced Companion Loan. The Master Servicer shall deliver
to the Companion Paying Agent each month, on or before the Master Servicer Remittance Date therein, for deposit in the
Serviced Whole Loan Custodial Account, an aggregate amount of immediately available funds, to the extent received with
respect to the related Serviced Whole Loan, to the extent of available funds, equal to the amount to be distributed to the
related Companion Holder pursuant to the terms of this Agreement and the related Co-Lender Agreement. Notwithstanding the
preceding, the following provisions shall apply to remittances relating to the Serviced Companion Loans that have been
deposited into an Other Securitization: (1) on each Serviced Whole Loan Remittance Date, the Master Servicer shall withdraw
from the Collection Account (or applicable portion thereof) an aggregate amount equal to all payments and/or collections
actually received on, and payable to, such Serviced Companion Loans prior to such dates; provided, however,
that in no event shall the Master Servicer be required to transfer to the Serviced Whole Loan Custodial Account any portion
thereof that is payable or reimbursable to or at the direction of any party to this Agreement under the other provisions of
this Agreement and/or the related Co-Lender Agreement; (2) on each Serviced Whole Loan Remittance Date, the Companion Paying
Agent shall make the payments and remittance described in Section 4.01(l), which payments and remittance shall be
made, in each case, on the Serviced Whole Loan Remittance Date.


 


The
Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account, the Serviced Whole Loan Custodial Account, 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


 



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Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan)
in connection with Prepayment Interest Shortfalls;


 


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


 


(iii)         
any Liquidation Proceeds paid by the Master Servicer, the Special Servicer the Holders of the Controlling Class or the
Holders of the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the
Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection Account
pursuant to Section 9.01);


 


(iv)          any
Yield Maintenance Charges with respect to the Mortgage Loans, actually collected; and


 


(v)          
any other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any
provision of this Agreement.


 


If,
as of the close of business (New York City time) on any Master Servicer Remittance Date or on such other date as any amount referred
to in the foregoing clauses (i) through (v), the Master Servicer shall not have delivered to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest 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 or the Excess Interest 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, the Excess Interest 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


 



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Permitted Investments
selected by the Certificate Administrator which shall mature, unless payable on demand, not later than such time on the Distribution
Date which will allow the Certificate Administrator to make withdrawals from the Distribution Account, and any such Permitted
Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Permitted Investments shall
be made in the name of “[name of successor certificate administrator], as Certificate Administrator, for the benefit of
Wilmington Trust, National Association, as Trustee for the Holders of the GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage
Pass-Through Certificates, Series 2019-GC38 as their interests may appear”, or in the name of any successor trustee,
as Trustee for the Holders of the GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38
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 Excess Interest Distribution 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 Excess Interest Distribution 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 any portion holding Excess Interest and 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 Excess Interest Distribution Account (and any
portion of the Collection Account holding Excess Interest) will be owned by the Grantor Trust for the benefit of the Holders of
Class S Certificates; 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.


 



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(c)              
Prior to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage
Loan, and upon notification from the Master Servicer or Special Servicer pursuant to Section 3.02(d), the Certificate Administrator,
on behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its own name on
behalf of the Trustee in trust for the benefit of the Holders of the Class S Certificates. The Excess Interest Distribution
Account shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior to the applicable
Distribution Date, the Master Servicer shall remit to the Certificate Administrator for deposit in the Excess Interest Distribution
Account an amount equal to the Excess Interest received prior to the Determination Date for the applicable Collection Period.


 


(d)          
  Following the distribution of Excess Interest to Holders of the Class S Certificates on the first Distribution
Date after which there are no longer any Mortgage Loans outstanding which pursuant to their terms could pay Excess Interest, the
Certificate Administrator shall terminate the Excess Interest Distribution Account.


 


(e)          
  The Certificate Administrator shall establish (upon notice from the 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.


 


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 Master Servicer, who shall remit such funds to the Certificate Administrator for deposit
into 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 or


 



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the Grantor Trust.
Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of
Value Reserve Fund through the Collection Account to the Certificateholders as contributed to and distributed by the Trust REMICs
and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller
as distributions by the Trust to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable
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 Excess Interest Distribution Account and the amounts
required to be remitted pursuant to the first paragraph of Section 3.04(b) or that may be applied to make P&I
Advances pursuant to Section 4.03(a); and (B) pursuant to the second paragraph of Section 3.04(b), to remit
to the Companion Paying Agent for deposit in the Serviced Whole Loan Custodial Account the amounts required to be so deposited
with respect to the Companion Loans;


 


(ii)          
(A)  to pay itself 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


 



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


 


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


 



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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 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


 



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made,
subject to the terms of the related Co-Lender Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro
rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in
accordance with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first,
from the related AB Subordinate Companion Loan, and then from the AB Mortgage Loan (and any Pari Passu Companion Loans, on a pro
rata basis) and provided, further, that, in case of such reimbursement with respect to Nonrecoverable
Property Protection Advances relating to a Serviced Whole Loan, such reimbursement shall be made as described above in this clause
(v)(1) and (v)(2), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the
Collection Account; provided, further, that with respect to a Serviced Mortgage Loan, reimbursement of
Nonrecoverable P&I Advances from funds collected from the related Serviced Whole Loan shall be made only from amounts
collected with respect to such Serviced Mortgage Loan (and not from any amounts collected with respect to the related
Serviced Companion Loan), in accordance with the terms of the related Co-Lender Agreement (provided that, with respect
to any Serviced Companion Loan, the foregoing with respect to Nonrecoverable Property Protection Advances and Nonrecoverable
P&I Advances shall not limit or otherwise modify the terms of the related Co-Lender Agreement pursuant to which any
amounts collected with respect to the related Whole Loan, are allocated to the related Serviced Mortgage Loan and AB
Subordinate Companion Loan), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the
Collection Account related to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage Loan, any related
Companion Loan, if applicable, or REO Property any related earned Servicing Fee that remained unpaid in accordance with clause (ii)
above following a Final Recovery Determination made with respect to such Mortgage Loan or REO Property and the deposit into
the Collection Account of all amounts received in connection therewith;


 


(vi)          at
such time as it reimburses the Trustee and itself, a applicable (in that s order) or any Other Trustee or Other Servicer for a
related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance
(including any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or
clause (v) above, to pay itself and/or the Trustee or 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


 



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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, the 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 applicable Mortgage Loan Seller or any other obligation of such Mortgage Loan Seller under Section 6 of the related
Mortgage Loan Purchase Agreement, including, without limitation, any expenses arising out of the enforcement of the repurchase
or substitution obligation or any other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement
pursuant to this clause (vii) with respect to any Mortgage Loan, being limited to that portion of the Purchase Price,
the Loss of Value Payment or Substitution Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense
in accordance with clause (iv) of the definition of Purchase Price;


  


(viii)        
to reimburse itself or the Special Servicer, as the case may be, first, out of Liquidation Proceeds, Insurance and
Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and then out of general collections
on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred by such Person in connection with the
enforcement of the applicable Mortgage Loan Seller’s obligations under Section 6 of the related 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;


 



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(ix)          
to pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues,
Liquidation Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or
REO Loan and then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of
such reimbursement relating to a Serviced Whole Loan, as applicable, such reimbursement shall be made, subject to the terms of
the related Co-Lender Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from
the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated
Principal Balances or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion
Loan, and then, from any related AB Mortgage Loan (and any Pari Passu Companion Loans, on a pro rata basis) (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the
related Co-Lender Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the
related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections
with respect to the Mortgage Loan;


 


(x)            to
pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and
investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account and the
Serviced Whole Loan Custodial Account as provided in Section 3.06(b) (but only to the extent of the Net Investment
Earnings with respect to the Collection Account and the Serviced Whole Loan Custodial Account for the period from and
including the prior Distribution Date to and including the Master Servicer Remittance Date related to such Distribution
Date), (2) Penalty Charges (other than Penalty Charges collected while the related Mortgage Loan and any related
Serviced Companion Loan is a Specially Serviced Mortgage Loan), but only to the extent collected from the related Mortgagor
and to the extent that all amounts then due and payable with respect to the related Mortgage Loan and any related Serviced
Companion Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses
incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section
3.11(d) and (3) the difference, if positive, between Prepayment Interest Excess and Prepayment Interest Shortfalls
collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan, during the
related Collection 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;


 



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(xii)          (A) to
pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of their respective
directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out of general collections,
any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section 6.04(b); provided
that, in case of such reimbursement (other than a reimbursement of any amounts payable to CREFC®) relating
to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Co-Lender Agreement (i) with respect
to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan
and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances or (ii) with respect
to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan, and then, from any related AB
Mortgage Loan (and any Pari Passu Companion Loans, on a pro rata basis) (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Co-Lender Agreement pursuant to which
any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate
Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loans and (B) to
reimburse or pay any party to this Agreement any unpaid expenses specifically reimbursable from the Collection Account under this
Agreement;


 


(xiii)         to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b), 3.18(b), 3.18(d), 3.18(i)
and 10.01(f) to the extent payable out of the Trust Fund, (b) the cost of any Opinion of Counsel contemplated by Sections 13.01(a)
or Section 13.01(c) in connection with an amendment to this Agreement requested by the Trustee or the Master Servicer,
which amendment is in furtherance of the rights and interests of Certificateholders and (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);


 



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(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 applicable 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 such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon
subsequent to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments
due thereon during or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xviii)      
to remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited
in the Interest Reserve Account pursuant to Section 3.21;


 


(xix)          to
reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to
Section 3.26(h);


 


(xx)          
to reimburse the Asset Representations Reviewer for any fees and expenses reimbursable to it by the Trust pursuant to this
Agreement;


  


(xxi)          to
remit to the Companion Paying Agent for deposit into the Serviced Whole Loan Custodial Account the amounts required to be deposited
pursuant to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i) above;


 


(xxii)        
to clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


 


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


 


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.


 



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The
Master Servicer shall pay to the Special Servicer, the Trustee or the Certificate Administrator from the Collection Account amounts
permitted to be paid to it therefrom monthly upon receipt of a certificate of a Servicing Officer of the Special Servicer or a
Responsible Officer of the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer,
the Trustee or the Certificate Administrator is entitled. The Master Servicer may rely conclusively on any such certificate and
shall have no duty to re-calculate the amounts stated therein. The Special Servicer shall keep and maintain separate accounting
for each Specially Serviced Mortgage Loan and REO Loan, on a loan-by-loan and property-by-property basis, for the purpose of justifying
any request for withdrawal from the Collection Account. Notwithstanding the above, no written certificate is required for a payment
of Special Servicing Fees and/or Workout Fees arising from collections other than the initial collection on a Corrected Loan.


 


Notwithstanding
anything to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the
Master Servicer, the Special Servicer the Trustee, the Certificate Administrator or the Operating Advisor out of general collections
that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable to the
related Companion Loan.


 


With
respect to any Serviced Pari Passu Whole Loan, any Late Collections received by the Master Servicer from the Mortgagor that are
allocable to any Serviced Pari Passu Companion Loan or reimbursable to an Other Master Servicer or an Other Trustee shall be remitted
by the Master Servicer to such Other Master Servicer within one (1) Business Day of receipt of properly identified and available
funds; provided, however, that to the extent any such


 


 


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


 


(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);


 



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(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);


 


(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)          
  The Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution
Account to the extent required to make the distributions of Excess Interest required by Section 4.01(k).


 


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


 


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


 



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(e)          
  Notwithstanding anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on
deposit in the Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the
Servicing Fee listed in Section 3.05(a)(ii), the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate
Administrator/Trustee Fee listed in Section 3.05(b)(ii) and (b)(iii), then the Certificate Administrator/Trustee
Fee shall be paid in full prior to the payment of any Servicing Fees payable under Section 3.05(a)(ii) and then, after
payment of Servicing Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii) and in the event that amounts on
deposit in the Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of such
Certificate Administrator/Trustee Fee, the Certificate Administrator shall be paid based on the amount of such fees and (ii) if
amounts on deposit in the Collection Account are not sufficient to reimburse the full amount of Advances and interest thereon
listed in Sections 3.05(a)(iii), (a)(iv), (a)(v) and (a)(vi), then reimbursements shall be paid
first to the Certificate Administrator and to the Trustee, pro rata, second to the Special Servicer, third
to the Master Servicer and then to the Operating Advisor.


 


(f)          
   If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage
Loan or any related Serviced REO Property, then the Special Servicer shall promptly (provided that, (1) with respect to
clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer of the occurrence of such
Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator shall have provided the
Master Servicer and the Special Servicer with five Business Days’ prior notice of such final Distribution Date), transfer
such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for
deposit into the Collection Account for the following purposes:


  


(i)            
to reimburse the Master Servicer or the Trustee, in accordance with Section 3.05(a) of this Agreement, for any Nonrecoverable
Advance made by such party with respect to such Mortgage Loan or any related Serviced REO Property (together with any interest
on such Advances);


 


(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


 



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(v)          
On the final Distribution Date after all distributions have been made as set forth in clauses (i) through (iv)
above, to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount
contributed by such 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 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


 



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may perfect its security interest by physical possession under the UCC or any other applicable law. In
the case of any Permitted Investment held in the form of a “security entitlement” (within the meaning of
Section 8-102(a)(17) of the UCC), the Master Servicer or the Special Servicer, as applicable, shall take or cause to be
taken such action as the Trustee deems reasonably necessary to cause the Trustee to have control over such security
entitlement. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment
payable on demand, the Master Servicer (in the case of the Collection Account, the Serviced Whole Loan Custodial Account or
any Servicing Account maintained by or for the Master Servicer) or the Special Servicer (in the case of the applicable REO
Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall:


 


(i)          
 consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such
Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder
and (b) the amount required to be withdrawn on such date; and


 


(ii)          
demand payment of all amounts due thereunder promptly upon determination by the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted
Investment in respect of funds thereafter on deposit in the Investment Account.


 


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


 



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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 Certificateholders representing at least 25% of the Voting Rights shall, take such
action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
proceedings.


 


Section
3.07        Maintenance of Insurance Policies;
Errors and Omissions and Fidelity Coverage. (a)  The Master Servicer (with respect to the Mortgage Loans (other
than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use its efforts consistent with the
Servicing Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced Mortgage Loan), and the
Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall maintain, to the
extent required by the terms of the related Mortgage Loan documents, all insurance coverage as is required under the related
Mortgage Loan documents except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance
Default (and except as provided in the next sentence with respect to the Master Servicer or the Special Servicer, as
applicable). If the Mortgagor does not so maintain such insurance coverage, subject to its recoverability determination with
respect to any required Property Protection Advance, the Master Servicer (with respect to the Mortgage Loans (other than a
Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties
other than a Non-Serviced Mortgaged Property) shall maintain all insurance coverage as is required under the related
Mortgage, but only in the event the Trustee has an insurable interest therein and such insurance is available to the Master
Servicer or the Special Servicer and, if available, can be obtained at commercially reasonable rates, as determined
((i) prior to the occurrence and continuance of any Control Termination Event and (ii) other than with respect to
any applicable Excluded Loan, any determination that such insurance coverage is not available or not available at
commercially reasonable rates to be made with the consent of the Directing Holder) by the Master Servicer (with respect
to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the Special
Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Property) except to the extent that the
failure of the related Mortgagor to do so is an Acceptable Insurance Default as determined by the Master Servicer (with
respect to Non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage
Loans); 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,


 



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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
Master Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially
Serviced Mortgage Loans) with (in respect of any Mortgage Loan other than an applicable Excluded Loan and unless a Control
Termination Event has occurred and is continuing) the consent of the Directing Holder and 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 applicable Excluded Loan, with the consent of the
Directing Holder) that such insurance is not available at commercially reasonable rates or that the Trustee does not have an
insurable interest, in which case the Master Servicer shall be entitled to conclusively rely on the Special
Servicer’s determination. All Insurance Policies maintained by the Master Servicer or the Special Servicer shall
(i) contain a “standard” mortgagee clause, with loss payable to the Master Servicer on behalf of the Trustee
(in the case of insurance maintained in respect of Mortgage Loans (other than any Non-Serviced Mortgage Loan), including any
related Serviced Companion Loan, other than REO Properties) or to the 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


 



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(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.


 


With
respect to the Pace Gallery HQ Mortgage Loan, the Master Servicer shall not permit
the related Mortgagor to maintain a “Non-Conforming Policy” (as such term is defined in the related loan agreement)
unless a Rating Agency Confirmation has been obtained.


  


Notwithstanding
the foregoing, with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion
Loan that either (x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit
an exclusion for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance
in types and against such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably
requires from time to time in order to protect its interests, the Master Servicer shall, consistent with the Servicing Standard,
(A) monitor in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain
Additional Exclusions, (B) request the Mortgagor to either purchase insurance against the risks specified in the Additional
Exclusions or provide an explanation as to its reasons for failing to purchase such insurance and (C) notify the 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 Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard
that such failure is not an Acceptable Insurance Default, the Master Servicer shall use efforts consistent with the Servicing
Standard to cause such insurance to be maintained following such determination (if made by the Master Servicer) or following notice
of such determination (if made by the Special Servicer). 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


 



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Servicer) in determining whether Additional Exclusions exist. Furthermore, the Master Servicer
or the Special Servicer, as applicable, 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 Master
Servicer or 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 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


 



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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.


 


(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


 



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unpaid principal balance of the related Mortgage Loan (and any related Serviced
Companion Loan, if applicable), and (ii) the maximum amount of insurance that is available under the National Flood Insurance
Act of 1968, as amended, plus such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount
consistent with the Servicing Standard. If the cost of any insurance described above is not borne by the Mortgagor, the Master
Servicer shall promptly make a Property Protection Advance for such costs.


 


(e)          
  During all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall
be located in a federally designated special flood hazard area, the Special Servicer will cause to be maintained, to the extent
available at commercially reasonable rates (as determined by the Special Servicer (with the consent of the Directing Holder (prior
to the occurrence and continuance of a Control Termination Event and other than in respect of any applicable Excluded Loan) 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-” or its equivalent by S&P or “A-” as rated by Fitch, 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.


 


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


 



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(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, (A) the Special
Servicer shall determine (with respect to any (1) Specially Serviced Mortgage Loan or, (2) to the extent such action is a
Special Servicer Major Decision or Special Servicer Non-Major Decision (other than items listed under clauses (a)(i)
and (a)(ii) of “Special Servicer Non-Major Decision”), any Non-Specially Serviced Mortgage Loan (other
than any Non-Serviced Mortgage Loan), and (B) the Master Servicer shall determine (with respect to any Non-Specially Serviced
Mortgage Loan, to the extent such action is not a Special Servicer Major Decision or Special Servicer Non-Major Decision
(other than items listed under clauses (a)(i) and (a)(ii) of “Special Servicer Non-Major Decision”,
which items the Master Servicer shall determine)), in each case, in a manner consistent with the Servicing Standard, on
behalf of the Trustee as the mortgagee of record, whether to (a) exercise any right it may have with respect to such
Mortgage Loan or Serviced Companion Loan (x) to accelerate the payments thereon or (y) to grant or withhold its
consent to any sale or transfer, consistent with the Servicing Standard or (b) waive any right to exercise such rights, provided
that, (i) with respect to such consent or waiver of rights that is a Major Decision, prior to itself taking such an action,
the Master Servicer or the Special Servicer, as applicable, shall obtain prior to the occurrence and continuance of a Control
Termination Event, the prior written consent (or deemed consent) of the Directing Holder (or (A)(1) after the occurrence
and during the continuance of a Control Termination Event, but prior to a Consultation Termination Event and (2) other
than with respect to any applicable Excluded Loan, upon consultation with the Directing Holder pursuant to Section
6.08(a) hereof and (B) after the occurrence and during the continuance of an Operating Advisor Consultation Event,
upon consultation with the Operating Advisor pursuant to Section 6.08 hereof), which consent shall be deemed given ten
(10) Business Days after receipt (unless earlier objected to by the Directing Holder) of the Master Servicer’s or the
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 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


 



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respect to any applicable Excluded Loan relating to the Controlling Class Representative (regardless of
whether an Operating Advisor Consultation Event has occurred and is continuing), the Master Servicer, 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 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 the case may be, shall (if not already provided in accordance with Section 3.25
of this Agreement) deliver a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan
Securities, the related 17g-5 information provider) in accordance with Section 3.25 of this Agreement.


 


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


 


Upon
receiving a request for any matter described in this Section 3.08(a) that constitutes a Special Servicer Major Decision
or a Special Servicer Non-Major Decision (other than items listed under clauses (a)(i) and (a)(ii) of “Special
Servicer Non-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 in accordance with the terms
and conditions reasonably agreed to by the Master Servicer and Special Servicer, including the Special Servicer’s consent,
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 Major Decision or Special Servicer Non-Major Decision. If such action with respect to
a Non-Specially Serviced Mortgage Loan is not a Special Servicer Non-Major 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.


 


(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:


 



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(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,
(A) the Special Servicer shall determine (with respect to (1) a Specially Serviced Mortgage Loan or, (2) to the extent such
action is a Special Servicer Major Decision or Special Servicer Non-Major Decision (other than items listed under clauses (a)(i)
and (a)(ii) of “Special Servicer Non-Major Decision”), any Non-Specially Serviced Mortgage Loan and
related Companion Loan, if applicable, is serviced under this Agreement), and (B) the Master Servicer shall determine (with
respect to any Non-Specially Serviced Mortgage Loan, to the extent such action is not a Special Servicer Major Decision or
Special Servicer Non-Major Decision (other than items listed under clauses (a)(i) and (a)(ii) of “Special
Servicer Non-Major Decision”, which items the Master Servicer shall determine)), in each case, in a manner consistent
with the Servicing Standard, 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 withhold its consent to the creation of any additional lien or other encumbrance, consistent with the Servicing
Standard or (b) grant or waive its right to exercise such rights, provided that (i) with respect to such consent
or waiver of rights that is a Major Decision, prior to the occurrence and continuance of a Control Termination Event and
other than with respect to an applicable Excluded Loan, the Master Servicer or the Special Servicer, as applicable, has
obtained the prior written consent (or deemed consent) of the Directing Holder (or (A)(1) after the occurrence and
continuance of a Control Termination Event, but prior to a Consultation Termination Event and (2) other than with respect to
an applicable Excluded Loan, upon consultation with the Directing Holder pursuant to Section 6.08(a) and (B) after the
occurrence and during the continuance of an Operating Advisor Consultation Event, upon consultation with the Operating
Advisor pursuant to Section 6.08 hereof), which consent shall be deemed given ten (10) Business Days after receipt by
the Directing Holder of the Master Servicer’s or the Special Servicer’s written analysis and recommendation with
respect to such waiver or exercise of such rights together with such other information reasonably required by the
Directing Holder and (ii) with respect to any Mortgage Loan that (A) represents at least 2.0% of the aggregate
Stated Principal Balance of the Mortgage Loans then outstanding and has a Stated Principal Balance of at least $10,000,000,
(B) represents one of the 10 largest Mortgage Loans (considering any other Mortgage Loans with which it is
cross-collateralized or cross-defaulted as a single Mortgage Loan) based on Stated Principal Balance and has a Stated
Principal Balance of at least $10,000,000, (C) has a Stated Principal Balance that is more than $20,000,000,
(D) has a loan-to-value ratio that is equal to or greater than 85% (including any existing and proposed debt) and has a
Stated Principal Balance of at least $10,000,000, (E) has a debt service coverage ratio that is less than 1.20x (in each
case, determined based upon the aggregate of the principal balance of the Mortgage Loan (or Serviced Whole Loan, if
applicable) and the principal amount of the proposed additional lien) and has a Stated Principal Balance of at least
$10,000,000, or (F) is a Mortgage Loan as to which the related Serviced Companion Loan represents one of the 10 largest
mortgage loans in the related


 



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other securitization (provided that the master servicer or special servicer, as
applicable, will be entitled to reasonably rely upon the written notification provided by the master servicer,
special servicer, trustee or certificate administrator of such other securitization as to whether such Serviced Companion
Loan is one of the 10 largest mortgage loans in such other securitization, or if no timely response is received, permitted to
rely upon the most recent CREFC® Reports from such other securitization), a Rating Agency Confirmation is received by the
Master Servicer or the Special Servicer, as the case may be, from each Rating Agency and a confirmation of any applicable
rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any class of Serviced Companion Loan Securities (if any). Notwithstanding anything herein to the contrary, with respect to
any applicable Excluded Loan related to the Controlling Class Representative (regardless of whether an Operating Advisor
Consultation Event has occurred and is continuing), the Master Servicer, 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 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 is no mortgagee discretion in determining whether conditions are satisfied, shall make such determination
with respect to whether such conditions have been satisfied.


 



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Upon
receiving a request for any matter described in this Section 3.08(b) that constitutes a Special Servicer Major Decision
or a Special Servicer Non-Major Decision (other than items listed under clauses (a)(i) and (a)(ii) of “Special
Servicer Non-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 in accordance with the terms
and conditions reasonably agreed to by the Master Servicer and Special Servicer, including the Special Servicer’s consent,
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 Major Decision or Special Servicer Non-Major Decision. If such action with respect to
a Non-Specially Serviced Mortgage Loan is not a Special Servicer Non-Major 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 any other provision of this Agreement, the Master Servicer may not waive its rights or grant
its consent under any “due-on-sale” or “due-on-encumbrance” clause relating to any Mortgage Loan without
the consent of the Special Servicer and the Special Servicer may not waive its rights or grant its consent under any “due-on-sale”
or “due-on-encumbrance” clause relating to any Non-Specially Serviced Mortgage or relating to any Specially Serviced
Mortgage Loan without ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect
to any Excluded Loan) the consent of the Directing Holder (or (i) after the occurrence and during the continuance of a Control
Termination Event and (ii) other than with respect to any Excluded Loan), but prior to a Consultation Termination Event, upon
consultation with the Directing Holder pursuant to Section 6.08 hereof). The Directing Holder shall have ten (10) Business Days
after receipt of notice along with the Master Servicer’s or the Special Servicer’s recommendation and analysis with
respect to such proposed waiver or proposed granting of consent and any additional information the Directing Holder may reasonably
request from the Master Servicer or the


 



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Special Servicer that is in the possession of the Master Servicer or the Special Servicer,
as applicable, of a proposed waiver or consent under any “due on sale” or “due-on-encumbrance” clause
in which to grant or withhold its consent (provided that if the Special Servicer fails to receive a response to such notice
from the Directing Holder in writing within such period, then the Directing Holder shall be deemed to have consented to such proposed
waiver or consent).


 


(f)          
  Notwithstanding the foregoing provisions of this Section 3.08, if the Master Servicer or the Special
Servicer, as applicable, makes a determination under Sections 3.08(a) or 3.08(b) hereof that the applicable
conditions in the related Mortgage Loan or Companion Loan documents, as applicable, with respect to assumptions or encumbrances
permitted without the consent of the mortgagee have been satisfied, the applicable assumptions and transfers may be subject to
an assumption or other fee, unless such fees are otherwise prohibited pursuant to the Mortgage Loan documents; provided
that any such fee not provided for in the Mortgage Loan documents does not constitute a “significant” change in yield
pursuant to Treasury Regulations Section 1.1001-3(e)(2).


 


Section
3.09        Realization Upon Defaulted Mortgage
Loans and Companion Loans. (a)  Upon an event of default under the Mortgage Loan documents related to a
Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly provide written notice to the
related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the Special Servicer. The Special
Servicer shall, subject to 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 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


 



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Section 3.16(b) and the results of any Appraisal obtained
pursuant to the following sentence, all such offers to be made in a manner consistent with the Servicing Standard. If and
when the Special Servicer or the Master Servicer deems it necessary and prudent for purposes of establishing the fair market
value of any Mortgaged Property securing a Defaulted Mortgage Loan or any related defaulted Companion Loan, whether for
purposes of making an offer at foreclosure or otherwise, the Special Servicer or the Master Servicer, as the case may be, is
authorized to have an Appraisal performed with respect to such property by an Independent MAI-designated appraiser the cost
of which shall be paid by the Master Servicer as a Property Protection Advance.


 


(b)          
  The Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


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


 


(ii)           
the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer
as a Property Protection Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable
to the related Companion Loan) will not cause an Adverse REMIC Event to occur.


 


(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


 



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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 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 each Mortgage Loan Purchase Agreement for which the applicable Mortgage
Loan Seller could be required to repurchase such Defaulted Mortgage Loan pursuant to Section 6 of each 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 applicable Excluded
Loan), with the consent of the Directing Holder at such time as it deems appropriate to release such Mortgaged Property from the
lien of the related Mortgage, provided that, if such Mortgage Loan has a then outstanding principal balance of greater
than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the related Mortgage, (i) the
Special Servicer shall have notified the Rating Agencies, the Trustee, the Certificate Administrator, the Master


 



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Servicer and
((A) prior to the occurrence of a Consultation Termination Event and (B) other than with respect to any applicable Excluded Loan)
the Directing Holder, 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 Certificateholders 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 respect to any applicable 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 applicable 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.


 



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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 applicable Excluded Loan) and the Master Servicer and in no event later than
the next succeeding P&I Advance Determination Date.


 


Section
3.10        Trustee and Custodian to Cooperate;
Release of Mortgage Files. (a)  Upon the payment in full of any Mortgage Loan (other than a Non-Serviced Mortgage
Loan), or the receipt by the Master Servicer or the Special Servicer, as the case may be, of a notification that payment in full
shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer, as the case may be, will
promptly notify the Trustee and the Custodian and request delivery of the related Mortgage File. Any such notice and request shall
be in the form of a Request for Release substantially in the form of Exhibit E signed by a Servicing Officer and shall
include a statement to the effect that all amounts received or to be received in connection with such payment which are required
to be deposited in the Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer to enable such
deposit, have been or will be so deposited. Within seven (7) Business Days (or within such shorter period as release can reasonably
be accomplished if the Master Servicer or the Special Servicer notifies the Custodian of an exigency) of receipt of such notice
and request, the Custodian shall release the related Mortgage File to the Master Servicer or the Special Servicer, as the case
may be; 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


 



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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.


 


(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


 



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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 Special Servicer Major Decision or a Special Servicer Non-Major 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 Special Servicer Major Decisions or Special Servicer Non-Major
Decisions (whether or not processed by the Special Servicer); (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 (provided that for the avoidance of
doubt, any such defeasance fees shall not include any Modification Fees or waiver fees in connection with a defeasance that
the Special Servicer is entitled to under this Agreement); (iii) 100% of assumption, 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 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 Special Servicer Major Decision or a Special Servicer
Non-Major Decision; and (iv) 50% of all assumption, waiver, consent and earnout 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 Special Servicer Major Decision or Special Servicer Non-Major 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 (to the extent such beneficiary statements or demands are prepared by the Master Servicer),
fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for
insufficient funds related to


 



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the
accounts held by the Master Servicer, 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 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 (in the case of a split fee with respect Penalty Charges, subject to certain limitations
described in Section 3.02); 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.


 


(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


 



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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. 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 any modifications, waivers,
extensions or amendments of any Specially Serviced Mortgage Loans, (ii) 100% of all assumption application fees received
on any Mortgage Loans and any related Serviced Companion Loan (to the extent not prohibited by the related
Co-Lender Agreement), only for which the Special Servicer is processing the underlying assumption related transaction, (iii)
100% of assumption, 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 (iv) 50% of all Excess Modification Fees and 50% of all
assumption, waiver and consent and earnout fees, review fees and similar fees (other than assumption application and
defeasance fees) received with respect to all Mortgage Loans (including any related Serviced Companion Loan to the extent not
prohibited by the related Co-Lender Agreement) (excluding any Non-Serviced Mortgage Loan) that are not Specially Serviced
Mortgage Loans that involve one or more Special Servicer Major Decisions or Special Servicer Non-Major Decisions regardless
of whether the Master Servicer or the Special Servicer processes such Major Decision or Special Servicer Non-Major Decision,
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); (ii) beneficiary
statement or demands (to the extent such beneficiary statements or demands are prepared by the Special Servicer); (iii)
amounts collected for checks returned for insufficient funds related to the accounts held by the Special Servicer; and
(iv) 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


 



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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 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


 



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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.


 


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 in their sole discretion, but not any obligation,
to reduce or elect not to charge its respective portion of such fee (in the case of a split fee with respect to Penalty Charges,
subject to the limitations described under Section 3.02); 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 Special Servicer decides not to charge any fee,
the Master Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Master Servicer would
have been entitled if the Special Servicer had charged a fee and the Special Servicer shall not be entitled to any of such fee
charged by the Master Servicer.


 


(d)          
  In determining the compensation of the Master Servicer or the Special 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
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


 



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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.


 


If
a Servicing Shift Whole Loan is being specially serviced on the related 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.


 



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(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 2020 (and each Mortgaged Property shall be inspected on or prior to December 31, 2020); 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 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-


 



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Lender Agreement pursuant to which any amounts collected with respect to the
related Whole Loan are allocated to the related Serviced Mortgage Loan, any related Pari Passu Companion Loan and the AB
Subordinate Companion Loan), in each case, prior to being payable out of general collections. The Special Servicer or the
Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the
condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the
existence of (i) any vacancy in the Mortgaged Property that the preparer of such report has knowledge of and deems
material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has
knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of
which the preparer of such report has knowledge or that is evident from the inspection, and that the preparer of such report
deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report
has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The
Special Servicer and the Master Servicer shall deliver or, if applicable, make available on its website a copy (in electronic
format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to
the Directing Holder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with
respect to any applicable Excluded Loan), any related Serviced Pari Passu Companion Noteholder, the Certificate Administrator
and to the Trustee within 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 applicable Excluded Loan and prior to the occurrence of a Consultation Termination Event, the Master Servicer shall
deliver a copy of each such report to the Directing Holder and upon request to each Controlling Class
Certificateholder (which request may state that such items may be delivered until further notice).


 


(b)          
  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


 



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Servicer within five (5) Business Days of receipt, and the Master Servicer shall
make available on its website copies of all the foregoing items so collected to the Trustee, the Certificate Administrator,
the Directing Holder and the Depositor, in electronic format, in each case within thirty (30) days of its receipt thereof,
but in no event, in the case of annual statements, later than June 30 of each year commencing June 30, 2019. Upon the
request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer or the 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 June 30, 2019 and the calendar year ending
December 31, 2019 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 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,


 



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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 2:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver
or cause to be delivered to the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Controlling
Class Representative, the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation
Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the
Specially Serviced Mortgage Loans (excluding, for the Directing Holder, any applicable Excluded Loans) and any REO Properties
(other than a Non-Serviced Mortgaged Property), providing the information required of the Special Servicer in an electronic format,
reasonably acceptable to the Master Servicer as of the Business Day preceding such Determination Date, which CREFC®
Special Servicer Loan File shall include data, to enable the Master Servicer to produce the following supplemental CREFC®
reports: (i) a CREFC® Delinquent Mortgage Loan Status Report, (ii) a CREFC® Historical
Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) a CREFC® REO Status Report, (iv) a
CREFC® Comparative Financial Status Report and (v) a CREFC® NOI Adjustment Worksheet and a
CREFC® Operating Statement Analysis Report, in each case with the supporting financial statements, budgets, operating
statements and rent rolls submitted by the Mortgagor.


 


(d)             Not
later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date beginning March 2019, the Master
Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the
Certificate Administrator the following reports and data files: (A) to the extent the Master Servicer has received
the CREFC® Special Servicer Loan File at the time required, the most recent CREFC® Delinquent
Mortgage Loan Status Report, CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan
Report and the CREFC® REO Status Report, (B) CREFC® Loan Setup File (with respect to the
first Distribution Date), (C) the most recent CREFC® Property File, and CREFC® Comparative
Financial Status Report (in each case incorporating the data required to be included in the CREFC® Special
Servicer Loan File pursuant to Section 3.12(c) by the 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 March 2019,
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 March 2019, the Master Servicer shall deliver or
cause to be delivered to the Certificate Administrator via electronic format the CREFC® Loan


 



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Periodic Update
File and the CREFC® Appraisal Reduction Amount Template if provided for such Distribution Date. In no event shall any
report described in this subsection be required to reflect information that has not been collected by or delivered to the
Master Servicer, or any payments or collections not received by the Master Servicer, as of the close of business on the
Business Day prior to the Business Day on which the report is due. The Master Servicer, by (i) prior to the securitization of
the related Companion Loan, the Distribution Date or (ii) following the securitization of the related Companion Loan, no
later than the time(s) that it or any portion thereof is made available to the Certificate Administrator, shall make
available to each Serviced Companion Noteholder with respect to the related Whole Loan or, if such Serviced Companion Loan is
securitized, the respective Other Servicer, the CREFC® Investor Reporting Package (CREFC® IRP)
(excluding any templates) pursuant to the terms of this Agreement on a monthly basis.


 


Not
later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date beginning March 2019, 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 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),


 



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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).


 


(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.


 



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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 any 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 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.


 



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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.


 


(b)          
  The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus,
Distribution Date Statements, each 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 Agreements 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;


 



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(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;


 


(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);


 



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(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);


 


(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;


 



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


 


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


 


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


 


(viii)        
subject to Section 3.31(b), the following “U.S. risk retention special notices”, if any, shall also
be posted to the “U.S. 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 Retaining Sponsor is required under the credit risk retention requirements
under Section 15G of the Exchange Act;


 


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


 


The
Certificate Administrator shall, in addition to posting the applicable notices on the “U.S. 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 “U.S. Risk Retention
Special Notices” tab.


 



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


 


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


 


Any
Person (other than the Directing Holder or a Controlling Class Certificateholder) that is a Borrower Party shall only be
entitled to access the Distribution Date Statements and the following items made available to the general public: the Prospectus,
this Agreement, the Mortgage Loan Purchase Agreements 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


 



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Administrator
to restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website as and to
the extent provided in this Agreement. Upon confirmation from the Certificate Administrator that such access has been
restricted, such Excluded Controlling Class Holder shall submit a new investor certification substantially in the form of Exhibit
P-1D to access the information on the Certificate Administrator’s Website, except that such Excluded Controlling
Class Holder shall not be entitled to access any Excluded Information related to any Excluded Controlling Class Loan(s)
(unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available on the Certificate
Administrator’s Website. With respect to any Excluded Information sent for posting on the Certificate
Administrator’s Website, each of the Master Servicer, the Special Servicer and the Operating Advisor shall mark or
label such information as “Excluded Information” prior to delivery to the Certificate Administrator, and the
Certificate Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information (and, if
possible, on loan-by-loan basis) from information relating to other Mortgage Loans or Whole Loans, as applicable.


 


Notwithstanding
anything herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee shall be entitled to conclusively assume that the Directing Holder and all beneficial owners of the Certificates
of the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, as applicable, has received a notice substantially
in the form of Exhibit P-1E from the Directing Holder or a Controlling Class Certificateholder that it has become
an Excluded Controlling Class Holder. None of the Master Servicer, the Special 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


 



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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 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 2019-GC38” 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(c);


 


(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;


 



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(vi)         
any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or
11.10;



  


(vii)        
any annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


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


 


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


 


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


 


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


 


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


 


(xiii)         any
notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section
7.01;


 


(xiv)         any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)          any
notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section
13.01(a)(ix);


 


(xvi)         any
Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)      
any summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies
directed toward the Master Servicer, the Special Servicer, Certificate Administrator or Trustee regarding any of the information
delivered to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency
Confirmation or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related
Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any
applicable Co-Lender Agreement; provided that the summary of such oral communication shall not identify the Rating Agency
with whom the communication was held pursuant to Section 3.13(g);


 


(xviii)     
any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation,
Section 2.03(b), Section


 



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


  


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


 


The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website.
Information will be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m.,
New York City time, or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m. New York City
time; provided, however, that any information delivered pursuant to Section 3.15(d) shall be posted in accordance
with Section 3.15(d). The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine
whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything
other than what it purports to be. In the event that any information is delivered or posted in error, each of the Certificate
Administrator and the 17g-5 Information Provider may remove such information from the 17g-5 Information Provider’s Website.
The Certificate Administrator and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual
knowledge of any information merely by posting such information to the Certificate Administrator’s Website or the 17g-5
Information Provider’s Website to the extent such information was not produced by the Certificate Administrator or the 17g-5
Information Provider, as applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an
NRSRO Certification in the form of Exhibit P-2 hereto (which certification may be submitted electronically via the 17g-5
Information Provider’s Website). If a Rating Agency requests access to the 17g-5 Information Provider’s Website, access
shall be granted by the 17g-5 Information Provider on the same Business Day, provided that such request is made prior to
2:00 p.m., New York City time, on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business
Day. Questions regarding delivery of information to the 17g-5 Information Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com
(specifically referencing “GSMS 2019-GC38” in the subject line).


 


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


 


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


 



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shall the 17g-5 Information
Provider disclose on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


  


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


 


Any
information required to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to
it via electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “GSMS 2019-GC38”
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


 



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Companion Loan, the Mortgaged
Properties (other than any Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the
Underwriters and any other Persons who deliver an Investor Certification in accordance with this Section 3.13 and the
Rating Agencies (collectively, the “Disclosure Parties”) (only to the extent such additional information
is simultaneously delivered to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website
in accordance with the provisions of Section 3.13(c)), in each case, except to the extent doing so is prohibited by
this Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including,
without limitation, any Privileged Information), applicable law or by the related Mortgage Loan documents. Each of the Master
Servicer and the Special Servicer shall be entitled to (i) indicate the source of such information and affix thereto any
disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient of such information
(A) except for the Depositor and the Rating Agencies, enter into (x) an Investor Certification, (y) a
confidentiality agreement substantially in the form of Exhibit X or (z) a “click-through”
confidentiality agreement if such information is being provided through the Master Servicer’s or the Special
Servicer’s website, and (B) acknowledge that the Master Servicer or the Special Servicer may
contemporaneously provide such information to any other Disclosure Party. In addition, to the extent access to such
information is provided via the Master Servicer’s or the Special Servicer’s website, the Master Servicer and the
Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional or
alternative agreement as to the confidential nature of such information. In connection with providing access to or copies of
the information described in this Section 3.13(f) to current or prospective Certificateholders 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.


 



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(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.


 


(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,


 



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


 


Section
3.14         Title to REO Property; REO Account.
(a)  If title to any Mortgaged Property is acquired (and thus becomes REO Property), the deed or certificate of
sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing
procedures, and otherwise, in the name of the Trustee or its nominee, or a separate agent on behalf of the Certificateholders
and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect
to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14. The Special Servicer, on behalf of the
Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the third
calendar year following the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury Regulations
Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless such Special Servicer either (i) applies
for an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership
(or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “REO
Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate
Administrator an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator, to the effect that the holding by
the Trust of such REO Property subsequent to the close of the third calendar year following the year in which acquisition occurred
will not cause an Adverse REMIC Event to occur. If the Special Servicer is granted or not denied the REO Extension contemplated
by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii)
of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted
by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection
with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining
the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust
payable out of the Collection Account pursuant to Section 3.05(a).


 


(b)            
The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate
and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain
one or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, 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.


 



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(c)             The
Special Servicer shall withdraw from the applicable REO Account funds necessary for the proper operation,
management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit
in the applicable REO Account relating to such REO Property. On the later of the date that is (x) on or prior to each
Determination Date or (y) 2 Business Days after such amounts are received and properly identified and determined to be
available (or with respect to a Serviced Companion Loan, on the Business Day preceding each Serviced Whole Loan Remittance
Date), the Special Servicer shall withdraw from the applicable REO Account and remit to the Master Servicer, which shall
deposit into the Collection Account (or the Serviced Whole Loan Custodial Account, as applicable), the aggregate of all
amounts received in respect of each REO Property during the most recently ended Collection Period, net of (i) any
withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on
deposit in the applicable REO Account; provided, however, that the Special Servicer may retain in such REO
Account, in accordance with the Servicing Standard, such portion of such balance as may be necessary to maintain a reasonable
reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses for the related REO
Property. In addition, on the later of the date that is (x) on or prior to each Determination Date or (y) 2 Business Days
after such amounts are received and properly identified and determined to be available (or with respect to a
Serviced Companion Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date), the Special Servicer shall
provide the Master Servicer with a written accounting of amounts remitted to the Master Servicer for deposit in the
Collection Account, as applicable, on such date. The Master Servicer shall apply all such amounts as instructed by the
Special Servicer on the day the Master Servicer receives the written accounting as provided in the previous
sentence.


 


(d)          
 The Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of
accounting for all deposits to, and withdrawals from, the applicable REO Account pursuant to Section 3.14(b) or Section
3.14(c).


 


Section
3.15        Management of REO Property. (a)  If
title to any REO Property is acquired, the Special Servicer shall manage, consent, protect, operate and lease such REO Property
(other than any Non-Serviced Mortgaged Property) for the benefit of the Certificateholders 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


 



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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


 


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


 


To
the extent that amounts on deposit in the applicable REO Account in respect of any REO Property are insufficient for the purposes
set forth in clauses (i) through (iv) above with respect to such REO Property, the Master Servicer (subject
to receiving notice from the Special Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance
from its own funds such amount as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered
to the Trustee, the Special Servicer, the Depositor, the Certificate Administrator and (in respect of any Mortgage Loan other
than an applicable Excluded Loan, and prior to the occurrence of a Consultation Termination Event) the Directing Holder) such
advances would, if made, constitute Nonrecoverable Property Protection Advances.


 


(b)          
  Without limiting the generality of the foregoing, the Special Servicer shall not:


 


(i)            
permit the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its
terms will give rise to any income that does not constitute Rents from Real Property;


 


(ii)           
permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real
Property;


 


(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


 



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


  


unless,
in any such case, the Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer
as a Property Protection Advance) to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust,
in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


(c)            
The Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property
within ninety (90) days of the acquisition date thereof, provided that:


 


(i)            
the terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at
arm’s length;


 


(ii)           
the fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light
of the nature and locality of the Mortgaged Property;


 


(iii)          
any such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all
costs and expenses incurred in connection with the operation and management of such REO Property, including, without limitation,
those listed in subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs
and expenses) to the Special Servicer upon receipt;


 


(iv)         
none of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such
Independent Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect
to the operation and management of any such REO Property; and


 


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


 


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


 


(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).


 



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Section
3.16         Sale of Defaulted Mortgage
Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted Mortgage Loan has become a
Specially Serviced Mortgage Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal
and within thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted Mortgage Loan in
accordance with the Servicing Standard; provided, however, that if the Special Servicer is then in the process
of obtaining an Appraisal with respect to the related Mortgaged Property, the Special Servicer shall make its fair value
determination as soon as reasonably practicable (but in any event within thirty (30) days) after its receipt of such an
Appraisal. The Special Servicer may, from time to time, adjust its fair value determination based upon changed circumstances,
new information and other relevant factors, in each instance in accordance with a review of such circumstances and new
information in accordance with the Servicing Standard; provided that the Special Servicer shall promptly notify the
Master Servicer in writing of the initial fair value determination and any adjustment to its fair value
determination.


 


(ii)           
If any Mortgage Loan and Serviced Companion Loan subject to a Co-Lender Agreement is a Specially Serviced Mortgage Loan
or to the extent otherwise required pursuant to the terms of the related Co-Lender Agreement, then the Special Servicer (with
respect to a Specially Serviced Mortgage Loan) or the Master Servicer (with respect to a Non-Specially Serviced Mortgage Loan)
shall promptly notify in writing the other, any related Companion Holder and any related mezzanine lender, as applicable, of any
events requiring notice under the Co-Lender Agreement in accordance with the terms thereof. Thereafter, any related Companion
Holder and related mezzanine lender, as applicable, will, notwithstanding anything in this Section 3.16 to the contrary,
have the option to purchase the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the
related Co-Lender Agreement.


 


(iii)          
If any Mortgage Loan not subject to a Co-Lender Agreement becomes a Specially Serviced Mortgage Loan, or if the related
Companion Holder or related mezzanine lender, as applicable, for any such Mortgage Loan subject to a Co-Lender Agreement has not
previously exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use
reasonable efforts to solicit offers for each Defaulted Mortgage Loan on behalf of the Certificateholders and the 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


 



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Loan,
the Special Servicer will be entitled to sell (with respect to any Mortgage Loan other than an applicable 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 applicable Excluded Loan) the
Directing Holder not less than ten (10) days’ prior written notice of its intention to sell any Specially Serviced
Mortgage Loan, in which case the Special Servicer is required to accept the highest offer received from any person for such
Specially Serviced Mortgage Loan in an amount at least equal to the Purchase Price or, at its option, if it has received no
offer at least equal to the Purchase Price therefor, purchase such Specially Serviced Mortgage Loan at such Purchase
Price.


 


(iv)         
(A)  In the case of a Specially Serviced Mortgage Loan as to which a default has occurred and is continuing,
in the absence of any offer at least equal to the Purchase Price pursuant to clause (iii) above (or purchase by the
Special Servicer for such price), the Special Servicer shall, subject to subclause (B) below, accept the highest offer
received from any Person that is determined by the Special Servicer to be a fair price for such Specially Serviced Mortgage Loan,
if the highest offeror is a Person other than an Interested Person. If the highest offeror is an Interested Person, the Trustee,
subject to any additional conditions in an applicable Co-Lender Agreement, (based upon updated Appraisals ordered by the Special
Servicer and received by the Trustee (or ordered by the Trustee if the Special Servicer or any of its Affiliates is an Interested
Person)) shall determine the fair price; provided, however, that no offer from an Interested Person will constitute
a fair price unless (A) it is the highest offer received and (B) if the offer is less than the applicable Purchase Price, at least
two other offers are received from independent third parties, and any such determination by the Trustee shall be binding upon
all parties. The Trustee shall act in a commercially reasonable manner in making such determination. In determining whether any
offer received from an Interested Person represents a fair price for any such Defaulted Mortgage Loan, the Trustee shall be supplied
with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with this Agreement within the preceding
9-month period or, in the absence of any such Appraisal, on a new Appraisal. Except as provided in the following paragraph, the
cost of any Appraisal will be covered by, and will be reimbursable as, a 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


 



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the
Servicing Standard to collect payment from such Interested Person. If such expense is not paid by the applicable Interested
Person within thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master
Servicer as a Property Protection Advance but the Special Servicer shall continue to use efforts consistent with the
Servicing Standard to collect such amounts from the applicable Interested Person. Neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Mortgage Loan.


 


(B)         The
Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines (with respect to any Mortgage
Loan other than an applicable Excluded Loan, in consultation with the Directing Holder (unless a Consultation Termination Event
exists) and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder),
in accordance with the Servicing Standard (and subject to the requirements of any related Co-Lender Agreement), that the rejection
of such offer would be in the best interests of the Certificateholders and, 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.


 



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(b)             (i)  (A)  The
Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole Loan, such
purchase shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan). The
Special Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such sale shall
be a sale of the entire REO Property, including the portion relating to the related Companion Loan), if and when the Special
Servicer determines, consistent with the Servicing Standard, that such a sale would be in the best economic interest of the
Trust and the related Companion Holders. The Special Servicer shall give the Trustee, the Master Servicer, each Companion
Holder, the Certificate Administrator and, in respect of any Mortgage Loan other than an applicable Excluded Loan and prior
to the occurrence of a Consultation Termination Event, the Directing Holder, not less than ten (10) days’ prior
written notice of the Purchase Price and its intention to (i) purchase any REO Property at the Purchase Price therefor
or (ii) sell any REO Property, in which case the Special Servicer shall accept the highest offer received from any
Person for any REO Property in an amount at least equal to the Purchase Price therefor. To the extent permitted by applicable
law, and subject to the Servicing Standard, the Master Servicer, an Affiliate of the Master Servicer, the Special Servicer or
an Affiliate of the Special Servicer, or an employee of either of them may act as broker in connection with the sale of any
REO Property and may retain from the proceeds of such sale a brokerage commission that does not exceed the commission that
would have been earned by an independent broker pursuant to a brokerage agreement entered into at arm’s
length.


 


(B)         In
the absence of any such offer as set forth in subclause (A) above, the Special Servicer shall, subject to subclause (C) below,
accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1) by the
Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by the Trustee, if the
highest offeror is an Interested Person; provided, however, that no offer from an Interested Person will
constitute a fair price unless (A) it is the highest offer received and (B) if the offer is less than the
applicable Purchase Price, at least two other offers are received from independent third parties. Notwithstanding anything to
the contrary herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or
purchase any REO Property pursuant hereto.


 


(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);


 



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provided that the offeror is not the Special Servicer
or a Person that is an Affiliate of the Special Servicer.


 





 


(D)         In
determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of
demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Property Protection Advance
but the Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the
applicable Interested Person. In determining whether any offer constitutes a fair price for any REO Property, the Special Servicer
or the Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser or other expert in real estate matters
shall be instructed to take into account, as applicable, among other factors, the physical condition of such REO Property, the
state of the local economy and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)           
Subject to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders,
in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including
the collection of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation
or warranty by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or the Trust (except that any contract of sale and assignment and conveyance documents
may contain customary warranties of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated
in accordance with the terms of this Agreement, none of the Master Servicer, the Special Servicer, the Depositor, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer nor the Trustee shall have any liability to the Trust
or any Certificateholder 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


 



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related
Mortgage Loan that has become a Defaulted Mortgage Loan in accordance with this Section 3.16, then the Special
Servicer shall sell the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and
shall require that all offers be submitted to the Special Servicer in writing. To the extent a determination is required to
be made hereunder as to whether any cash offer constitutes a fair price for the Serviced Whole Loan, such determination shall
be made by the Trustee if the offeror is an Interested Person. Notwithstanding the foregoing, the Special Servicer will not
be permitted to sell the related Mortgage Loan together with the related Serviced Pari Passu Companion Loan(s) if it becomes
a defaulted Whole Loan without the written consent of the holder of the related Serviced Pari Passu Companion Loan
(provided that such consent is not required if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor
or an Affiliate of the Mortgagor) unless the Special Servicer has delivered to the holder of the related Serviced Pari Passu
Companion Loan: (a) at least fifteen (15) Business Days prior written notice of any decision to attempt to sell such
Serviced Whole Loan; (b) at least ten (10) days prior to the permitted sale date, a copy of each bid package (together
with any material amendments to such bid packages) received by the Special Servicer in connection with any such proposed
sale; (c) at least ten (10) days prior to the proposed sale date, a copy of the most recent appraisal for such Serviced
Pari Passu Whole Loan, and any documents in the servicing file reasonably requested by the holder of the related Serviced
Pari Passu Companion Loan that are material to the sale price of the Serviced Pari Passu Whole Loan; and (d) until the
sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Controlling
Class Representative) 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


 



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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 applicable Mortgage Loan Seller or otherwise ceases to
be subject to this Agreement, the related Serviced Subordinate Companion Loan will no longer be subject to this Agreement. In
addition, pursuant to the terms of the related Co-Lender Agreement, any sale of a Serviced AB Whole Loan that is a
Defaulted Mortgage Loan or Specially Serviced Mortgage Loan pursuant to this Section 3.16 (other than in connection
with the purchase of the applicable Serviced AB Whole Loan by the related Serviced Subordinate Companion Loan) shall not
include any related Serviced Subordinate Companion Loan. As a result, any reference in this Section 3.16 to the sale,
or determination of fair value, of a Serviced AB Whole Loan that is a Defaulted Mortgage Loan or Specially Serviced Mortgage
Loan (other than in connection with the purchase of the applicable Serviced AB Whole Loan by the related Serviced Subordinate
Companion Loan) shall be deemed to exclude any related Serviced Subordinate Companion Loan.


 


(ii)           
Notwithstanding anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase
the related Mortgage Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in
the related Co-Lender Agreement.


 


(f)             
Unless otherwise provided in a Co-Lender Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will
be on a servicing released basis.


 


(g)           
In the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the
Trust pursuant to the related Co-Lender Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


 


Section
3.17        Additional Obligations of Master Servicer
and Special Servicer. (a)  The Master Servicer shall deliver all Compensating Interest Payments (other than the
portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) to the Certificate Administrator
for deposit in the Lower-Tier REMIC Distribution Account on each 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


 



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to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from
obtaining such reimbursement for such portion of the Nonrecoverable Advance during the one month collection period ending on
the then-current Determination Date, for successive one-month periods for a total period not to exceed twelve (12) months
(provided that, with respect to any Mortgage Loan other than an applicable Excluded Loan, any such deferral exceeding
six (6) months shall require, prior to the occurrence and continuance of any Control Termination Event, the consent of the
Directing Holder), and any election to so defer or not to defer shall be deemed to be in accordance with the Servicing
Standard. If the Master Servicer or the Trustee makes such an election at its sole option and in its sole discretion to defer
reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with interest thereon), then such
Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be fully reimbursable in the
subsequent collection period (subject, again, to the same sole option to defer; it is acknowledged that, in such a subsequent
period, such Nonrecoverable Advance shall again be payable first from principal collections as described above prior
to payment from other collections). In connection with a potential election by the Master Servicer or the Trustee to refrain
from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the one month collection period
ending on the related Determination Date for any Distribution Date, the Master Servicer or the Trustee shall further be
authorized to wait for principal collections on the Mortgage Loans, to be received until the end of such collection period
before making its determination of whether to refrain from the reimbursement of a particular Nonrecoverable Advance
or portion thereof); provided, however, that if, at any time the Master Servicer or the Trustee, as applicable,
elects, in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines that the
reimbursement of a Nonrecoverable Advance during a one-month collection period will exceed the full amount of the principal
portion of general collections deposited in the Collection Account for such Distribution Date, then the Master Servicer or
the Trustee, as applicable, shall use its reasonable efforts to give the 17g-5 Information Provider fifteen (15) days’
notice of such determination for posting on the 17g-5 Information Provider’s Website pursuant to Section
3.13(c), unless extraordinary circumstances make such notice impractical, and thereafter shall deliver such notice to the
17g-5 Information Provider as soon as practical thereafter. Notwithstanding the foregoing, failure to give notice as required
by the preceding sentence shall in no way affect the 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,


 



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as applicable, determines, in its sole discretion, that its
ability to fully recover the Nonrecoverable Advances has been compromised, then the Master Servicer or the Trustee, as
applicable, shall be entitled to immediate reimbursement of Nonrecoverable Advances with interest thereon at the
Reimbursement Rate from all amounts in the Collection Account for such Distribution Date (deemed first from principal
and then interest). Any such election by any such party to refrain from reimbursing itself or obtaining reimbursement
for any Nonrecoverable Advance or portion thereof with respect to any one or more collection periods shall not limit the
accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement
of such Nonrecoverable Advance. The Master Servicer’s or the Trustee’s, as applicable, agreement to defer
reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders and shall not
be construed as an obligation on the part of the Master Servicer or the Trustee, as applicable, or a right of
the Certificateholders. Nothing herein shall be deemed to create in the Certificateholders a right to prior payment of
distributions over the Master Servicer’s or the Trustee’s, as applicable, right to reimbursement for Advances
(deferred or otherwise) and accrued interest thereon. In all events, the decision to defer reimbursement or to seek immediate
reimbursement of Nonrecoverable Advances shall be deemed to be in accordance with the Servicing Standard and none of the
Master Servicer, the Trustee or the other parties to this Agreement shall have any liability to one another or to any of the
Certificateholders or any of the Companion Holders for any such election that such party makes as contemplated by this
section or for any losses, damages or other adverse economic or other effects that may arise from such an
election.


 


With
respect to any modification or amendment of any Co-Lender Agreement related to a Serviced Whole Loan (to the extent received),
the Master Servicer or the 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 Special Servicer
Major Decision) (i) the Special Servicer will be responsible for processing waivers, modifications, amendments and
consents with respect to (a) any Specially Serviced Mortgage


 



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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 Non-Major Decision (other than the items
listed in clauses (a)(i) and (a)(ii) of “Special Servicer Non-Major Decision,” which the Master
Servicer shall process with respect to Non-Specially Serviced Mortgage Loans, subject to Special Servicer consent or deemed
consent as provided in this Agreement) or a Special Servicer 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
Major Decision or Special Servicer Non-Major Decision (other than the items listed in clauses (a)(i) and (a)(ii) of
“Special Servicer Non-Major Decision,” which the Master Servicer shall process, subject to Special
Servicer consent or deemed consent as provided in this Agreement); provided that if such modification, wavier,
amendment or consent is a Master Servicer Major Decision, the Master Servicer shall obtain the consent of, or consult with,
the Directing Holder and the Operating Advisor as and to the extent provided in Section 6.08. Further, the Master
Servicer shall not modify, waive or amend the terms of a Non-Specially Serviced Mortgage Loan and/or Companion Loan (that
constitutes a Special Servicer Major Decision) without the prior written consent of the Special Servicer (it being understood
that the Master Servicer (if the Master Servicer is processing and 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 party processing such action shall (1) provide the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer, as applicable, the Operating Advisor, each related Other Master
Servicer, each related Other Trustee, the Directing Holder ((i) prior to the occurrence of a Consultation Termination
Event and (ii) other than with respect to any applicable Excluded Loan), with an Opinion of Counsel (at the expense of
the


 



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related
Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the
Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(d)) that such extension would not
constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of
Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (A) prior to the occurrence and
continuance of a Control Termination Event and other than with respect to an applicable Excluded Loan, obtain the consent of
the Directing Holder and (B) after the occurrence and during the continuance of a Control Termination Event, but prior
to a Consultation Termination Event and other than with respect to any applicable Excluded Loan, consult with the Directing
Holder pursuant to Section 6.08. 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 Special Servicer Major Decision
or Special Servicer Non-Major Decision, the Master Servicer, with respect to Non-Specially Serviced Mortgage Loans, without
the consent of or consultation with the Special Servicer, the Operating Advisor or the Directing Holder, may modify or amend
the terms of any Mortgage Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake
therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein
or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or
related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such
modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced
Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


In
addition, subject to the next sentence, with respect to Non-Specially Serviced Mortgage Loans, the Master Servicer, prior to taking
any action with respect to any Special Servicer Major Decision (or making a determination not to take action with respect to a
Special Servicer Major Decision) and prior to taking any action with respect to a Special Servicer Non-Major Decision (other than
the items listed in clauses (a)(i) and (a)(ii) of “Special Servicer Non-Major Decision”) (or making
a determination not to take action with respect to a Special Servicer Non-Major Decision (other than the items listed in clauses
(a)(i) and (a)(ii) of “Special Servicer Non-Major Decision”)), shall refer any request with respect to
such Special Servicer Major Decision or Special Servicer Non-Major 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, with respect to a Non-Specially Serviced Mortgage Loan (subject to the
consent (or deemed consent) of the Special Servicer) process a request with respect to a Special Servicer Major Decision or Special
Servicer Non-Major 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


 



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applicable))
to approve or disapprove any modification, waiver, amendment or other action that constitutes a Special Servicer Major
Decision or Special Servicer Non-Major Decision; provided that such consent shall be deemed given (unless earlier
objected to by the Special Servicer) within fifteen (15) Business Days of the Special Servicer’s receipt from the
Master Servicer of the Master Servicer’s written analysis and recommendation with respect to such request 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 request. In addition, the Master Servicer shall 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 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 Major Decision
or Special Servicer Non-Major Decision (other than the items listed in clauses (a)(i) and (a)(ii) of “Special
Servicer Non-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 in accordance with the terms
and conditions reasonably agreed to by the Master Servicer and Special Servicer, including the Special Servicer’s consent,
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 Major Decision or Special Servicer Non-Major Decision (other than the items listed in
clause (a)(i) and (a)(ii) of “Special Servicer Non-Major Decision”).


 


(b)            
If, and only 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


 



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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 Mortgage Loan with
respect to which such determination derives from the Special Servicer’s consideration of a Special Servicer Major
Decision or Special Servicer Non-Major 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, but is not required to, agree to a modification, waiver or amendment of such
Specially Serviced Mortgage Loan, subject to (w) the provisions of this Section 3.18(b) and Section
3.18(c), (x) with respect to any Major Decision, with respect to any Mortgage Loan other than any applicable
Excluded Loan, prior to the occurrence and continuance of a Control Termination Event, the approval of the Directing Holder
(or after the occurrence and during the continuance of a Control Termination Event, but prior to a Consultation
Termination Event, upon consultation with the Controlling Class Representative) as provided in (and to the extent required
by) Section 6.08; (y) with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a
related AB Control Appraisal Period, the approval of the holder of the related AB Subordinate Companion Loan, 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 applicable Excluded Loan related to the Controlling Class Representative (regardless of whether a an
Operating Advisor Consultation Event has occurred and is continuing), the Master Servicer or the 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 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


 



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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 (a) five (5) years prior to the Rated Final
Distribution Date and (b) if such Specially Serviced Mortgage Loan is secured solely or primarily by a leasehold estate and
not also the related fee interest, the date occurring twenty (20) years or, to the extent consistent with the Servicing Standard
giving due consideration to the remaining term of the ground lease and (A) prior to the occurrence and continuance of a Control
Termination Event, with the consent of the Directing Holder and (B) other than with respect to a Mortgage Loan that is an
applicable Excluded Loan), ten (10) years prior to the expiration of such leasehold estate (including any options to extend such
leasehold estate exercisable unilaterally by the related Mortgagor), or (2) provide for the deferral of interest unless interest
accrues on the related Mortgage Loan or Serviced Whole Loan generally at the related Mortgage Rate.


 


(c)            
Any provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion
Loan is in default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall
be collected by any Master Servicer or Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any
consent or any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof
is specified in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment
to be a “significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)          
  To the extent consistent with this Agreement (including, without limitation, the first sentence of Section
3.18(a), and Section 6.08), the Master Servicer (as provided in Section 3.08(a) and 3.08(b) and
subject to the Special Servicer’s processing and/or consent rights pursuant to Section 3.18 or Section
3.20(a) if any such waiver, modification or amendment constitutes a Special Servicer Major Decision or a Special Servicer
Non-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).


 



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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 applicable Excluded Loan), the applicable Companion Holder, the Operating Advisor and the 17g-5 Information
Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section
3.13(c)) in writing of any modification, waiver or amendment (in each case, after it is finalized and executed) of any
term of any Mortgage Loan or Companion Loan that is modified, waived or amended and the date thereof. With respect to any
modification, waiver or amendment (in each case, after it is finalized and executed) for which it is responsible for
processing pursuant to Section 3.18 hereof, the Master Servicer shall provide written notice of any such modification,
waiver or amendment to the Trustee, the Certificate Administrator, the Special Servicer (and the Special Servicer shall
forward such notice to the Directing Holder (other than following the occurrence of a Consultation Termination Event and with
respect to an applicable Excluded Loan), 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


 



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modification, waiver or amendment to the
Certificate Administrator, the Certificate Administrator shall forward a copy thereof to each Holder of a Certificate (other
than the Class R or Class S Certificates) upon request. With respect to the processing of any modification, waiver or
consent related to any Mortgagor incurring additional debt or mezzanine debt, the Special Servicer (if the Special
Servicer processes such modification, waiver or consent pursuant to Section 3.18(a)) or the Master Servicer (if the
Master Servicer processes such modification, waiver or consent pursuant to Section 3.18(a)) shall, on or before the
later of (i) 3:00 p.m. on the related Master Servicer Remittance Date and (ii) five (5) Business Days immediately
following the Master Servicer or the Special Servicer, as the case may be, obtaining actual knowledge of the incurrence of
such additional debt or mezzanine debt, deliver notice of the Mortgagor’s incurrence of such debt, substantially in the
form of Exhibit KK, to cts.sec.notifications@wellsfargo.com. The notice contemplated in the preceding sentence
shall set forth, to the extent the Special Servicer or Master Servicer, as the case may be, has the requisite information or
can reasonably obtain such information, (1) the amount of additional debt that was incurred in the related Collection Period,
(2) the total debt service coverage ratio calculated on the basis of such Mortgage Loan and additional debt, and (3) the
aggregate LTV Ratio calculated on the basis of such Mortgage Loan and additional debt. In the event that either (i) the
CREFC® Investor Reporting Package is amended to include such information set forth above, in a manner
reasonably acceptable to the Master Servicer, the Special Servicer and Certificate Administrator, as applicable, and the
Master Servicer confirms with the Certificate Administrator that such amended CREFC® Investor Reporting
Package enables the Certificate Administrator to include such information on Form 10-D in a manner reasonably acceptable
to the Certificate Administrator, or (ii) the Trust is no longer subject to the Exchange Act, the additional report in the
form of Exhibit KK shall no longer be required hereunder. From time to time, the Master Servicer, the Special
Servicer and Certificate Administrator may agree on a different delivery time and format for the information set forth in
this paragraph.


 


(h)          
  (i) Subject to the consent rights and processes set forth in Section 6.08 with respect to Major
Decisions, the Master Servicer shall process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan)
and Serviced Companion Loan in accordance with the terms of the related Mortgage Loan documents, and shall be entitled to any
defeasance fees paid relating thereto (provided that for the avoidance of doubt, any such defeasance fee shall not
include the Special Servicer’s portion of any Modification Fees or waiver fees in connection with a defeasance that the
Special Servicer is entitled to under this Agreement). Notwithstanding the foregoing, the Master Servicer shall not permit
(or, with regard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged
Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies
with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Master Servicer has received (i) replacement
collateral consisting of government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii),
which satisfies the requirements of the applicable Mortgage Loan documents, in an amount sufficient to make all scheduled
payments under the related Mortgage Loan (or defeased portion thereof) when due, (ii) a certificate of an Independent
certified public accountant to the effect that such substituted property will provide cash flows sufficient to meet all
payments of interest and principal (including payments at maturity) on such Mortgage Loan or Serviced Whole Loan in
compliance with the requirements of the terms of the related


 



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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 related Mortgage Loan Seller as and to the extent set forth in the applicable Mortgage
Loan Purchase Agreement.


 


(i)             
Notwithstanding anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents,
to the contrary, the Master Servicer may permit the substitution of “government securities,” within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii)
for any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable
(or any portion thereof), in lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole
Loan documents, as applicable; provided that such substitution is consistent with the Servicing Standard and the Master
Servicer (subject to the Special Servicer’s processing and/or consent rights pursuant to Section 3.20(a) with respect
to any such action that constitutes a Special Servicer Major Decision or Special Servicer Non-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


 



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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).


 


Notwithstanding
the foregoing, with respect to all of the Mortgage Loans originated or acquired by CREFI that are subject to defeasance,
CREFI has transferred to a third party or has retained on behalf of itself or an Affiliate the right to establish or designate
the successor borrower and/or to purchase or cause to be purchased the related defeasance collateral (any such right or obligation,
the “Retained Defeasance Rights and Obligations”). In the event the Master Servicer receives notice of a defeasance
request with respect to a Mortgage Loan for which CREFI is the Mortgage Loan Seller, which such Mortgage Loan provides for Retained
Defeasance Rights and Obligations in the related Mortgage Loan documents, the Master Servicer shall provide, within five (5) Business
Days of receipt of such notice, written notice of such defeasance request to CREFI. Until such time as CREFI provides the Master
Servicer with written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and
Obligations as to which CREFI is the Mortgage Loan Seller shall be delivered to CREFI at its address for notices set forth
in Section 13.05 below. With respect to any Mortgage Loan originated
or acquired by CREFI that is subject to defeasance, if the successor borrower is not designated or formed by CREFI or any Affiliate
or successor thereto, the successor borrower shall be reasonably acceptable to the Master Servicer in accordance with the Servicing
Standard.


 


(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.


 



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Notwithstanding anything herein to the contrary, in no
event shall the Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365 days
(or 366 days in the case of a leap year).


  


(k)            
Notwithstanding anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable,
shall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
(the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise
paid out of general collections) grant or accept any consent, approval or direction regarding the termination of the related property
manager or the designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage
Loan that (i) is one of the ten largest Mortgage Loans a by Stated Principal Balance or (ii) has an unpaid principal
balance that is at least equal to five percent (5%) of the then aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(l)             
Notwithstanding anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment
in connection with any defeasance transaction contemplated in the second sentence of (h), the Special Servicer shall not
approve any such modification, waiver or amendment or consent thereto without first having received a copy of an Opinion of Counsel
addressed to the Special Servicer and the Master Servicer that such modification, waiver, consent or amendment will not cause
an Adverse REMIC Event.


 


Section
3.19        Transfer of Servicing Between Master Servicer
and Special Servicer; Recordkeeping; Asset Status Report. (a)  Upon determining that a Servicing Transfer Event
has occurred with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), Serviced Companion Loan, the Master
Servicer or the Special Servicer, as the case may be, shall promptly give notice to the Master Servicer or the Special Servicer,
as the case may be, the Operating Advisor and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other
than with respect to any applicable Excluded Loan) the Directing Holder thereof, and the Master Servicer shall deliver the related
Mortgage File and Servicing File to the Special Servicer and concurrently provide a copy of such Servicing File, exclusive of
all Privileged Communications, to the Operating Advisor. The Master Servicer shall use its reasonable efforts to provide the Special
Servicer with all information, documents and records (including the names and contact information of the Companion Holders, records
stored electronically on computer tapes, magnetic discs and the like) relating to such Mortgage Loan and, if applicable, the related
Serviced Companion Loan, either in the Master Servicer’s possession or otherwise available to the Master Servicer without
undue burden or expense, and reasonably requested by the Special Servicer to enable it to assume its functions hereunder with
respect thereto. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business
Days of the occurrence of each related Servicing Transfer Event (or, in the case of clauses (viii), (ix) or
(x) of the definition of Servicing Transfer Event, within five (5) Business Days of


 



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receiving
notice from the Special Servicer of such Servicing Transfer Event when the Special Servicer makes the determination) and in
any event shall continue to act as Master Servicer and administrator of such Mortgage Loan and, if applicable, the related
Serviced Companion Loan until the Special Servicer has commenced the servicing of such Mortgage Loan and, if applicable, the
related Serviced Companion Loan. The Master Servicer shall deliver to the Trustee, the Certificate Administrator, the
Operating Advisor, any related Serviced Pari Passu Companion Noteholder, and ((i) prior to the occurrence of a Consultation
Termination Event or (ii) other than with respect to any applicable Excluded Loan) the Directing Holder, a copy of the notice
of such Servicing Transfer Event provided by the Master Servicer to the Special Servicer, or by the Special Servicer to the
Master Servicer, pursuant to this Section 3.19. Prior to the occurrence of a Consultation Termination Event, the
Certificate Administrator shall deliver to each Controlling Class Certificateholder a copy of the notice of such
Servicing Transfer Event provided by the Master Servicer pursuant to this Section 3.19.


 


Upon
determining that a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three
consecutive Periodic Payments (provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable
judgment of the Special Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage
Loan and, if applicable, the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto,
the Special Servicer shall immediately give notice thereof to the Master Servicer, the Operating Advisor, the related Serviced
Companion Noteholder (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 applicable
Excluded Loan) the Directing Holder and shall return the related Mortgage File and Servicing File to the Master Servicer (or copies
thereof if copies only were delivered to the Special Servicer) and upon giving such notice, and returning 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.


 



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(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 shall prepare one or more additional Asset Status Reports with
respect to any such Specially Serviced Mortgage Loan subsequent to the issuance of a Final Asset Status Report to the extent
that during the course of the resolution of such Specially Serviced Mortgage Loan changes in strategy reflected in the
initial Asset Status Report (or subsequent Final Asset Status Report) are necessary to reflect the then current
recommendation as to how the Specially Serviced Mortgage Loan might be returned to performing status or otherwise liquidated
in accordance with the Servicing Standard (each such report a “Subsequent Asset Status Report”). Each
Asset Status Resort shall be delivered in electronic form to the Master Servicer, the Directing Holder (but only in respect
of any Mortgage Loan other than any applicable Excluded Loan, and in any event for so long as no Consultation Termination
Event has occurred and is continuing), the Operating Advisor (but, other than with respect to an applicable Excluded Loan,
only after the occurrence and continuance of an Operating Advisor Consultation Event), the 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


 



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(including
any proposed sale of a Defaulted Mortgage Loan or REO Property), (B) a description of any such proposed or taken actions, and
(C) the alternative courses of action that were or are being considered by the Special Servicer in connection with the proposed
or taken actions;





 


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


 


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


 


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


 


(viii)       
an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present
value basis than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and
(y) the net present value calculation and all related assumptions;


 


(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 applicable Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the Directing
Holder disapproves such Asset Status Report within ten (10) Business Days of receipt and the Special Servicer has not made the
affirmative determination described above, the Special Servicer shall revise such Asset Status Report and deliver a new Asset
Status Report as soon as practicable, but in no event later than thirty (30) days after such disapproval, to the Master Servicer,
the Trustee, the


 



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Certificate
Administrator, the Directing Holder (prior to the occurrence of a Consultation Termination Event and, in the case of a
Serviced AB Whole Loan, only prior to the occurrence of a Consultation Termination Event and during an AB Control Appraisal
Period with respect to the related AB Subordinate Companion Loan, the Operating Advisor and the 17g-5 Information Provider
(which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section
3.13(c)). With respect to any Mortgage Loan other than an applicable Excluded Loan, prior to the occurrence and
continuance of any Control Termination Event, the Special Servicer shall revise such Asset Status Report as described above
in this Section 3.19(c) 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(c).
Notwithstanding anything herein to the contrary, with respect to any applicable Excluded Loan related to the Controlling
Class Representative (regardless of whether an Operating Advisor Consultation Event has occurred and is continuing), the
Master Servicer, 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 an Asset Status Report for an applicable Excluded Loan which
includes a Major Decisions that it is processing and consider alternative actions recommended by the Operating Advisor, in
respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating
Advisor.


 


No
direction or disapproval of the Directing Holder hereunder or under a related Co-Lender Agreement or failure of the Directing
Holder to consent to or approve (including any deemed consents or approvals) any request of the Special Servicer, shall (a) require
or cause the Special Servicer to violate the terms of a Specially Serviced Mortgage Loan, applicable law or any provision of this
Agreement, including the Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain
the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, or (b) result in the imposition of
a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions, or (c) expose
the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan Sellers, 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 shall promptly deliver each Final Asset Status Report to the
Operating Advisor after the completion of the Directing Holder Approval Process. In addition, the Special Servicer shall notify
the Operating Advisor of whether any Asset Status Report delivered to the Operating Advisor is a


 



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Final
Asset Status Report, which notification may be satisfied by (i) delivery of an Asset Status Report that is either signed by
the Directing Holder or that otherwise includes an indication that such Asset Status Report is deemed approved due to the
passage of any required consent or consultation time period or (ii) such other method as reasonably agreed to by the
Operating Advisor and the Special Servicer.


 


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. 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 applicable Excluded Loan), the Directing Holder (other than in its capacity as a Certificateholder)
shall have no right to receive any Asset Status Report or otherwise consult with the Special Servicer with respect to Asset Status
Reports and the Special Servicer shall send the Asset Status Report to the Operating Advisor and shall only be obligated to consult
with the Operating Advisor with respect to any Asset Status Report as described above. The Special Servicer may choose to revise
the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard to take into account any input
and/or recommendations of the Operating Advisor or the Directing Holder


 



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during the applicable periods described above, but is
under no obligation to follow any particular recommendation of the Operating Advisor or the Directing Holder.


 


The
Special Servicer shall implement the Final Asset Status Report.


 


Notwithstanding
the foregoing, with respect to a Serviced Subordinate Companion Loan, the Special Servicer shall prepare an Asset Status Report
for any Serviced AB Whole Loan, upon it becoming a Specially Serviced Mortgage Loan pursuant to this Agreement and the related
Co-Lender Agreement and prior to the occurrence and continuance of an AB Control Appraisal Period, the Controlling Class Representative
will have no approval rights over any such Asset Status Report, and the consent or approval rights with respect to such Asset
Status Report shall be as set forth in the related Co-Lender Agreement.


 


(e)            
(i)  Upon receiving notice of the occurrence of the events described in clause (v) and (vii)
of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein),
the Master Servicer shall with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the
Special Servicer with all information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the
Special Servicer to enable it to negotiate with the related Mortgagor. The Master Servicer shall use its reasonable efforts to
comply with the preceding sentence within five (5) Business Days of the occurrence of each such event.


 


(ii)          
After the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence
of an event described in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to
the 60-day or 30-day period, respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating
Advisor at the same time such notice is provided to the Special Servicer pursuant to clause (i) above.


 


(f)             
Prior to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the
establishment of a Final Asset Status Report with respect to any Specially Serviced Mortgage Loan (other than any applicable Excluded
Loan), the Special Servicer shall deliver in electronic format to the Directing Holder a draft notice that will include a draft
summary of the Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged
Information) (and shall deliver each Asset Status Report with respect to an AB Mortgage Loan prior to the occurrence and continuance
of an AB Control Appraisal Period (to the extent approved by the related AB Whole Loan Controlling Holder), to the Directing Holder).
With respect to any Mortgage Loan other than an applicable Excluded Loan, if, prior to the occurrence and continuance of a Control
Termination Event, within five (5) Business Days of receipt of such draft summary, the Directing Holder approves of, or does not
disapprove of such draft summary, then the Special Servicer shall deliver in electronic format such notice and summary of the
Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant
to Section 3.13(b). If the Directing Holder affirmatively disapproves of such summary in writing, then within two (2) Business
Days of receipt of such disapproval, the Special Servicer shall revise the summary and deliver such new summary to the Directing
Holder until the Directing Holder approves such draft summary; provided, however,


 



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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 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 Asset
Representations Reviewer, 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


 



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a
Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement with respect to such purchased Mortgage
Loan at its option and without penalty; provided, however, that the Initial Sub-Servicing Agreements may only
be terminated by the Trustee or its designees as contemplated by Section 3.20(g) hereof and in such additional manner
and by such other Persons as is provided in such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any
direct rights of indemnification that may be satisfied out of assets of the Trust; (vi) does not permit the Sub-Servicer
to modify any Mortgage Loan unless and to the extent the Master Servicer is permitted hereunder to modify such Mortgage Loan;
(vii) with respect to any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing
Function Participant or an Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered
into, is not a Prohibited Party and (viii) provides that the Sub-Servicer shall be in default under the related Sub-Servicing
Agreement and such Sub-Servicing Agreement shall be terminated (following the expiration of any applicable Grace Period) if
the Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting items required to be delivered to the
Master Servicer under Article XI or under the Sub-Servicing Agreement or to the master servicer under any other
pooling and servicing agreement that the Depositor is a party to, (B) to perform in any material respect any of its
covenants or obligations contained in the Sub-Servicing Agreement regarding creating, obtaining or delivering any Exchange
Act reporting items required for any party to this Agreement to perform its obligations under Article XI or under the
Exchange Act reporting items required under any other pooling and servicing agreement that the Depositor is a party to or (C)
to perform other covenants and obligations set forth in such Sub-Servicing Agreement in accordance with the terms of such
Sub-Servicing Agreement. Any successor master servicer hereunder shall, upon becoming successor master servicer be assigned
and may assume any Sub-Servicing Agreements from the predecessor Master Servicer (subject to Section 3.20(g) hereof).
In addition, each Sub-Servicing Agreement entered into by the Master Servicer may but need not provide that the
obligations of the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan serviced thereunder at the time
such Mortgage Loan becomes a Specially Serviced Mortgage Loan; provided, however, that the Sub-Servicing
Agreement may provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so
provide) that the 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


 



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long as they are outstanding, such Advances shall accrue interest in accordance with Section
3.03(d), such interest to be allocable between the Master Servicer and such Sub-Servicer as may be provided (if at all)
pursuant to the terms of the Sub-Servicing Agreement. For purposes of this Agreement, the Master Servicer shall be deemed to
have received any payment when a Sub-Servicer retained by it receives such payment. The Master Servicer shall notify the
Special Servicer, the Trustee and the Depositor (and the Special Servicer shall notify the Operating Advisor) in writing
promptly of the appointment by it of any Sub-Servicer, except that the Master Servicer need not provide such notice as to the
Initial Sub-Servicing Agreements.


 


(b)            
Each Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties
it is to service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability
of the related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s
obligations under this Agreement.


 


(c)            
As part of its servicing activities hereunder, the Master Servicer for the benefit of the Trustee 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 a 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


 



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fee required to be paid to any Sub-Servicer as a result of such
Sub-Servicer’s termination under any Sub-Servicing Agreement.


  


(f)             
The Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate
to enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)           
Each Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes successor master
servicer, the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or
without cause and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee
and any successor master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s
rights and obligations under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s
servicing rights under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance
with its provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing
obligations of the Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing
Agreement without further action upon becoming the successor master servicer and (iii) this Agreement may not be modified
in any manner which would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the
Initial Sub-Servicing Agreement, without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably
withheld).


 


(h)            
With respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall,
upon request (such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the
related Sub-Servicer, reasonably cooperate in delivering reports and information, including remittance information, and affording
access to information to the related Sub-Servicer that 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


 



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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.


 


(c)            
With respect to each Mortgage Loan that accrues interest on an Actual/360 Basis, an amount equal to the Interest Deposit
Amount shall be required to be delivered by the related Mortgage Loan Seller to the Depositor on the Closing Date, and the Depositor
shall forward such amount to the Certificate Administrator on the Closing Date for deposit into the Interest Reserve Account.


 


Section
3.22        Directing Holder and Operating Advisor
Contact with Master Servicer and Special Servicer. Within a reasonable time upon request from the Directing Holder or the
Operating Advisor, as applicable, and no more often than on a monthly basis, each of the Master Servicer and the Special Servicer
shall, without charge, make a knowledgeable Servicing Officer via telephone available to verbally answer questions from (a) ((i)
prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to any applicable Excluded Loan)
the Directing Holder and (b) the Operating Advisor (with respect to the Special Servicer only), regarding the performance and
servicing of the Mortgage Loans and/or REO Properties for which the Master Servicer or the Special Servicer, as the case may be,
is responsible.


 


Section
3.23        Controlling Class Certificateholders
and the Controlling Class Representative; 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.


 



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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 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.


 


(b)            
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.


 


(c)            
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.


 


(d)            
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


 



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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, KKR Real Estate Credit
Opportunity Partners Aggregator I L.P., 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.


 


(e)          
  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.


 


(f)            
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 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.


 


(g)           
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 Whole 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.


 


(h)            
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.


 


(i)             
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.


 



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(j)              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.


 


(k)          
  At any time when the Class E-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 E-RR Certificates until such time as that Certificateholder has (i) sold a majority of the Class E-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 E-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 E-RR Certificates. Following
any such transfer, the successor holder of more than 50% of the Class E-RR Certificateholders (by Certificate Balance), if Class
E-RR Certificates are the Controlling Class Certificates, will again have the rights of the Controlling Class Representative
as described herein without regard to any prior waiver by the predecessor Certificateholder. Such successor Certificateholder
will also have the right to irrevocably waive its right to act as or appoint a Controlling Class Representative or to exercise
any of the rights of the Controlling Class Representative or cause the exercise of any of the rights of the Controlling Class
Representative. No such successor Certificateholder described above in this paragraph will have any consent rights with respect
to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to its acquisition of a majority of the Class E-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 E-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).


 


(l)             
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


 



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


 


In
the event that a Consultation Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates
below 25% of its Original Certificate Balance, in each case without regard to the application of any Cumulative Appraisal Reduction
Amounts, such special notice shall state: “A Consultation Termination Event has occurred because no Class of Control Eligible
Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate
Balance of that Class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


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


 


With
respect to any applicable Excluded Loan, the Controlling Class Representative or any Controlling Class Certificateholder will
not have any consent or consultation rights with respect to the servicing of such Excluded Loan and a Control Termination Event
and Consultation Termination Event will be deemed to have occurred with respect to such Excluded Loan.


 


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


 



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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 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(d) or the Master Servicer or the Special


 



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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 and the grantor trust status of the Grantor Trust,
(b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under
the REMIC Provisions or (c) materially expand the scope of the 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, 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 Master Servicer or the Special Servicer, as the case may be, 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 Master Servicer or the Special


 



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Servicer, as the case
may be, of written notice of a proposed action, together with copies of the notice, information and report required to be
provided to the Controlling Class Certificateholder, the Master Servicer or the Special Servicer, as the case may be, 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 Master Servicer or 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
Master Servicer or 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 Master Servicer or 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 Master Servicer or 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.


 


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


 



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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, (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 securitization transaction serviced by the applicable replacement master servicer or special
servicer prior to the time of determination, if KBRA is the non-responding Rating Agency or (iv) it is listed on S&P’s
Select Servicer List as a U.S. Commercial Mortgage Master Servicer or U.S. Commercial Mortgage Special Servicer, as applicable,
if S&P is the non-responding Rating Agency.


 


Any
Rating Agency Confirmation request made by the Master Servicer, Special 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).


 



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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
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


 



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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 Mortgage Loan (as provided in Section 3.19(d), Section 3.26 and Section 6.08) and after
the occurrence and during the continuance of an Operating Advisor Consultation Event the actions of the Special Servicer with
respect to Major Decisions relating to the Mortgage Loans when they are not a Specially Serviced Mortgage Loans, (ii) all information
made available to Privileged Persons that are posted on the Certificate Administrator’s Website and (iii) each Asset Status
Report (after the occurrence and during the continuance of an Operating Advisor Consultation Event) and Final Asset Status Report
delivered to the Operating Advisor by the Special Servicer; provided, however, that prior to an Operating Advisor
Consultation Event, the Operating Advisor shall only be required to review Final Asset Reports delivered to the Operating Advisor
by the Special Servicer; provided, further, that the Operating Advisor shall be required to request the delivery
of a Final Asset Status Report to the extent the Operating Advisor has actual knowledge of such Final Asset Status Report. In
addition and for the avoidance of doubt, although the Operating Advisor may have certain consultation duties with the master servicer
with respect to certain Major Decisions processed by the Master Servicer, the Operating Advisor will have no obligations or responsibility
at any time to review or assess the actions of the Master Servicer for compliance with the Servicing Standard, and the Operating
Advisor will not be required to consider such Master Servicer actions in connection with any Operating Advisor Annual Report.


 


(b)            
The Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled as
“Privileged Information” received from the 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 prior calendar year, (i) any Mortgage Loan (other than a Non-Serviced
Mortgage Loan) was a


 



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Specially Serviced Mortgage Loan or (ii) the Operating Advisor was entitled to consult with the Special
Servicer with 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 Mortgage Loans (and, after the occurrence and during the continuance of an Operating Advisor Consultation Event,
with respect to Major Decisions on non-Specially Serviced Mortgage Loans) during the prior calendar year on a
“platform-level basis”, and (b) identifies (1) which, if any, standards the Operating Advisor believes, in its
sole discretion exercised in good faith, the Special Servicer has failed to comply and (2) any deviations from the Special
Servicer’s obligations under this Agreement with respect to the resolution or liquidation of any Specially Serviced
Mortgage Loan or REO Property (other than with respect to any REO Property related to any Non-Serviced Mortgage Loan); provided, however,
that in the event the 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 (i) 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 and (ii) shall not be required to provide or obtain a legal opinion,
legal review or legal conclusion. Only as used in connection with the Operating Advisor Annual Report, the term
“platform-level basis” refers to the Special Servicer’s performance of its duties with respect to the pool
of Specially Serviced Mortgage Loans (and, after the occurrence and continuance of an Operating Advisor Consultation Event,
with respect to Major Decisions on non-Specially Serviced Mortgage Loans) under this Agreement taking into account the
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


 



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Control
Appraisal Period under the related Co-Lender Agreement. Subject to the restrictions in this Agreement, including, without
limitation, Section 3.26(d) hereof, each such Operating Advisor Annual Report shall comply with all of the
confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted
exceptions). Such Operating Advisor Annual Report shall be delivered to the Depositor, the Certificate Administrator (which
shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section
3.13(b)) and the 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report on the 17g-5
Information Provider’s Website in accordance with Section 3.13(c)); provided, however, that the
Special Servicer shall be given an opportunity to review the Operating Advisor Annual Report at least five (5) Business Days
prior to its delivery to the Depositor, the Certificate Administrator and the 17g-5 Information Provider. The Operating
Advisor shall have no obligation to adopt any comments to the Operating Advisor Annual Report that are provided by the
Special Servicer.


 


(ii)           
In the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual
Report is limited or prohibited due to the failure of a party hereto to timely deliver notice of action and information required
to be delivered to the Operating Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall
set forth such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall not
be subject to any liability arising from such limitations or prohibitions. The Operating Advisor shall be entitled to conclusively
rely on the accuracy and completeness of any information it is provided without liability for any such reliance hereunder. In
the event a lack of access to 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


 



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order to resolve any material inaccuracy in the
mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at 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, calculations 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 applicable Excluded Loan), disclose such information to any other Person (including any
Certificateholders which are not then included in the Control Eligible Certificates, other than the Controlling Class
Representative), other than (i) to the extent expressly set forth herein, to the other parties to this Agreement with a
notice indicating that such information is Privileged Information, (ii) pursuant to a Privileged Information Exception or
(iii) where necessary to support specific findings or conclusions concerning allegations of deviations from the Servicing
Standard (A) in the Operating Advisor Annual Report or (B) in


 



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


 


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


 


(h)           
As compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor
Fee on each Remittance Date with respect to each Mortgage Loan (including the Serviced Mortgage Loans and the Non-Serviced Mortgage
Loans but not any Companion Loan) 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 owed to it in accordance with the Servicing Standard (taking into
account whether or not such fees are provided for in the related loan agreement), but only to the extent not prohibited by the
related Mortgage Loan documents. The Master Servicer or Special Servicer, as the case may be, may waive or reduce the amount of
any Operating Advisor


 



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Consulting
Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing
Standard, but in no event shall the Master Servicer or the Special Servicer take any enforcement action with respect to the
collection of such Operating Advisor Consulting Fee other than requests for collection; provided that the Master
Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to
any such waiver or reduction. Notwithstanding the foregoing, the Operating Advisor shall have no obligations or consultation
rights with respect to: (i) any Non-Serviced Whole Loan or any related REO Property prior to the occurrence and continuance
of a Consultation Termination Event 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
Certificates 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


 



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terminate, change, reduce or
otherwise modify the rights and obligations of the Operating Advisor that accrued prior to such termination, including the
rights to receive all amounts accrued and owing to it under this Agreement, and other than indemnification rights (arising
out of events occurring prior to such termination). The Trustee may rely on a certification by the replacement Operating
Advisor that it is an Eligible Operating Advisor. If the Trustee is unable to find a replacement Operating Advisor that is an
Eligible Operating Advisor within thirty (30) days of the termination of the Operating Advisor, the Depositor shall be
permitted to find a replacement. Upon any termination of the Operating Advisor and appointment of a successor to the
Operating Advisor, the Trustee will, as soon as possible, be required to give written notice of the termination and
appointment to the Special Servicer, the Master Servicer, the Certificate Administrator, the 17g-5 Information Provider, the
Depositor, the Controlling Class Representative (for any Mortgage Loan other than an applicable Excluded Loan and only if no
Consultation Termination Event has occurred) and the Certificateholders.


 


(k)            
The holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination
Event hereunder may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the certificate
administrator of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination
Event, such Operating Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. Upon any such waiver of an Operating Advisor Termination Event, 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 and 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.


 



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(n)            
In the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued
and unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.26(h) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(o)            
The parties hereto agree, and the Certificateholders 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


 



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Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent,
the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein,
upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion
Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement.


 


(c)            
In the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to
Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign
or be removed.


 


(d)            
This Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion
Paying Agent, as regards to rights accrued prior to such resignation or removal.


 


Section
3.28         Companion Register. The Companion
Paying Agent shall maintain a register (the “Companion Register”) with respect to each Serviced Companion Loan
on which it will record the names and address of, and wire transfer instructions for, the Companion Holders from time to time,
to the extent such information is provided in writing to it by each Companion Holder. The initial Companion Holders, along with
their respective name and address, are listed on Exhibit S hereto. In the event a Companion Holder transfers a Companion
Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall have no liability for any misdirected payment
in such Companion Loan and shall have no obligation to recover and redirect such payment.


 


The
Companion Paying Agent shall promptly provide the name and address of the Companion Holder to any party hereto or any successor
Companion Holder upon written request and any such Person may, without further investigation, conclusively rely upon such information.
The Companion Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For
the avoidance of doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to
a Companion Holder with respect to a 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.


 



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(b)            
If any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the
Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates,
then the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced
Master Servicer of the same.


 


(c)            
In connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced
Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each
of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such
Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan
and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure
document(s) relating to such Other Securitization.


 


(d)            
In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices
or materials required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage
Loan pursuant to the related Co-Lender Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control
Termination Event, forward such materials to the Controlling Class Representative for its consent, if such consent is required.
The Special Servicer may (with the consent of the Controlling Class Representative prior to the occurrence and continuance of
a Control Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related
Co-Lender Agreement.


 


(e)           
With respect to any Non-Serviced Mortgage Loan, the Controlling Class Representative, prior to the occurrence and continuance
of a Consultation Termination Event, or the Operating Advisor (consistent with the Operating Advisor Standard), following the
occurrence and during the continuance of a Consultation Termination Event, shall be entitled to exercise any consultation rights
held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified
in the related Co-Lender Agreement) under the related Co-Lender Agreement.


 


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


 


(g)            
On a 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),


 



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(14) and (18) of the definition of Mortgage File for the related Servicing Shift Whole Loan, to the related Non-Serviced
Master Servicer on the related Servicing Shift Securitization Date.


 


Upon
receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being
securitized on the related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a
Request for Release of the Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with
reasonable requests in connection with such transfer of) the Servicing File to the related Non-Serviced Master Servicer
identified to it pursuant to the related notice from the related Mortgage Loan Seller on the related Servicing Shift
Securitization Date.


 


Promptly
upon any change in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together
with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator,
Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


 


Section
3.30        Delivery of Excluded Information to the
Certificate Administrator. (a)  Any Excluded Information that the Master Servicer, the Special Servicer or the Operating
Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate Administrator’s Website
shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as is mutually acceptable to the
parties) in one or more separate files labeled “Excluded Information” followed by the applicable loan name and loan
file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information that is not appropriately labeled
and delivered in accordance with this Section 3.30(a) shall not be separately posted as Excluded Information on the Certificate
Administrator’s Website, and any information appropriately labeled and delivered to the Certificate Administrator pursuant
to this Section 3.30(a) shall be posted on the Certificate Administrator’s Website under the “Excluded Information”
section, as provided under Section 3.13. When so posted, the Excluded Controlling Class Holders shall be prohibited from
the access of Excluded Information with respect to any Excluded Controlling Class Loans on the Certificate Administrator’s
Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall
only be prohibited with respect to the related Excluded Controlling Class Loans). None of 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).


 



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(b)             Nothing
set forth in this Agreement shall prohibit the Directing Holder or any Controlling Class Certificateholder from
receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with
respect to which the Directing Holder or such Controlling Class Certificateholder is not a Borrower Party and, if such
Excluded Information is not available to such Excluded Controlling Class Holder via the Certificate Administrator’s
Website on account of it constituting Excluded Information, such Directing Holder or Controlling Class Certificateholder
that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted to
reasonably request and obtain such information in accordance with Section 4.02(f) of this Agreement.


 


Section
3.31        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 Depositor and 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
3.32        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, a 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 parties to this Agreement and resign in accordance with Section 3.26, Section
6.05, Section 8.07 or Section 12.03, as applicable. The resigning Impermissible Risk Retention Affiliate
shall bear all reasonable out-of-pocket costs and expenses of each other party to this Agreement, the Issuing Entity and each
Rating Agency in connection with such resignation as and to the extent required under this Agreement; provided, however,
if the affiliation causing an Impermissible Risk Retention Affiliate is the result of the Third Party Purchaser acquiring an
interest in such Impermissible Risk Retention Affiliate or an affiliate of such Impermissible Risk Retention Affiliate, then
such costs and expenses will be an expense of the Issuing Entity.


 



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Article
IV



distributions TO CERTIFICATEHOLDERS


 


Section
4.01         Distributions.


 


(a)            
[Reserved].


 


(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


 



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remaining after any distributions specified in subclauses (1), (2), (3),
(4) and (5) above have been made on such Distribution Date), until the outstanding Certificate Balances of the
Class A-AB Certificates, without regard to the Class A-AB Scheduled Principal Balance, has been reduced to zero;
and (II) on or after the Cross-Over Date, to the Class A-1, Class A-2, Class A-3, Class A-4 and
Class A-AB Certificates, pro rata (based on their respective Certificate Balances) in an amount equal to the
Principal Distribution Amount for such Distribution Date, until the Certificate Balance of each of the Class A-1,
Class A-2, Class A-3, Class A-4 and Class A-AB Certificates is reduced to zero;


 


(iii)         
third, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-4 Certificates and the Class A-AB Certificates, first (i) 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), then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause
(i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such
Class until the date such Realized Loss is reimbursed;


 


(iv)          
fourth, to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(v)          
fifth, after the Certificate Balances of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3
Certificates, the Class A-4 Certificates and the 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, first (i) up to an amount equal to the aggregate of unreimbursed
Realized Losses previously allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest on the
amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class until the date such Realized Loss is reimbursed;


 


(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


 



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have been made on
such Distribution Date) until the Certificate Balance of the Class B Certificates has been reduced to zero;


 


(ix)            ninth,
to the Holders of the Class B Certificates, first (i) up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount
set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


 


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


 


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


 


(xii)          
twelfth, to the Holders of the Class C Certificates, first (i) up to an amount equal to the aggregate of unreimbursed
Realized Losses previously allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest on the
amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class until the date such Realized Loss is reimbursed;


 


(xiii)         
thirteenth, to the Holders of the Class D Certificates and the 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, the Class B Certificates and the
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, the Class B Certificates and the Class C Certificates have been made on
such Distribution Date), until the outstanding Certificate Balance of the Class D Certificates has been reduced to zero;


 


(xv)          
fifteenth, to the Holders of the Class D Certificates, first (i) up to an amount equal to the aggregate of
unreimbursed Realized Losses previously allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest
on the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


 



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(xvi)        
sixteenth, to the Holders of the Class E-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;


 


(xvii)        seventeenth,
after the Certificate Balances of the Class A Certificates, the Class B Certificates, the Class C Certificates and the
Class D Certificates have been reduced to zero, to the Holders of the Class E-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, the Class B Certificates, the Class C Certificates and the
Class D Certificates have been made on such Distribution Date), until the outstanding Certificate Balance of the Class
E-RR Certificates has been reduced to zero;


 


(xviii)      
eighteenth, to the Holders of the Class E-RR Certificates, first (i) up to an amount equal to the aggregate of unreimbursed
Realized Losses previously allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest on the
amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class until the date such Realized Loss is reimbursed;


 


(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, the Class B Certificates, the Class
C Certificates, the Class D Certificates and the Class E-RR 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, the Class B Certificates,
the Class C Certificates, the Class D Certificates and the Class E-RR 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, first (i) up to an amount equal to the aggregate of
unreimbursed Realized Losses previously allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest
on the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


 


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


 


(xxiii)      
twenty-third, after the Certificate Balances of the Class A Certificates, the Class B Certificates, the Class
C Certificates, the Class D Certificates, the Class E-RR Certificates and the Class F-RR Certificates have been reduced to
zero, to the Holders of


 



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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, the
Class B Certificates, the Class C Certificates, the Class D Certificates, the Class E-RR Certificates and the 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, first (i) up to an amount equal to the aggregate of
unreimbursed Realized Losses previously allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest
on the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


 


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


 


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


 


(xxvii)     
twenty-seventh, to the Holders of the Class H-RR Certificates, first (i) up to an amount equal to the aggregate
of unreimbursed Realized Losses previously allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid
interest on the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date
the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


 


(xxviii)    
twenty-eighth, to the Holders of the Class I-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, the Class B Certificates, the Class C Certificates, the Class D
Certificates, the Class E-RR Certificates, the Class F-RR Certificates, the Class G-RR Certificates and the Class H-RR Certificates
have been reduced to zero, to the Holders of the Class I-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, the Class B Certificates, the Class C Certificates, the Class D Certificates,


 



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the Class E-RR Certificates,
the Class F-RR Certificates, the Class G-RR Certificates and the Class H-RR Certificates have been made on such Distribution Date),
until the outstanding Certificate Balance of the Class I-RR Certificates has been reduced to zero;


 


(xxx)         thirtieth,
to the Holders of the Class I-RR Certificates, first (i) up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest on the
amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed; 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].


 


(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(a), Section 4.01(b), Section 4.01(d), Section 4.01(e), Section 4.01(g) and Section 4.01(j) such that at all times the Lower-Tier Principal Amount
of each Class of Lower-Tier Regular Interests is equal to the Certificate Balance of the Class of Related Certificates. 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


 



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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(c). The initial principal balance of each Lower-Tier Regular Interest shall equal the respective
Original Lower-Tier Principal Amount. The pass-through rate with respect to each Lower-Tier Regular Interest shall be the
rate per annum set forth in the Preliminary Statement hereto.


 


Any
amount that remains in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier
Distribution Amount, and distribution of Yield Maintenance Charges pursuant to Section 4.01(f)(iii) shall be distributed
to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the 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 the 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
X-A and Class A-S Certificates and (ii) the group (the “YM Group B” and collectively with the
YM Group A, the “YM Groups”) of the Class X-B Certificates, the Class B Certificates, the Class C
Certificates and Class D 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.


 



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(ii)            No
Yield Maintenance Charges shall be distributed to the Holders of the Class X-D, Class E-RR, Class F-RR, Class G-RR, Class
H-RR, Class I-RR, Class S or Class R Certificates. After the Distribution Date on which the Notional Amounts of the
Class X-A and Class X-B Certificates and the Certificate Balances of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D 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 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


 



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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.


 


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


 



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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(a), 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)            
On each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Mortgage
Loans shall be distributed solely to the Holders of the Class S Certificates from the Excess Interest Distribution Account. Excess
Interest will not be available to pay any other amounts except for distributions on the Class S Certificates set forth in the
prior sentence.


 


(l)             
On the Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall
make withdrawals and payments from the Serviced Whole Loan Custodial Account for each Companion Loan in the following order of
priority:


 


(i)            
to pay to the Master Servicer any amounts deposited by the Master Servicer in the Serviced Whole Loan Custodial Account
not required to be deposited therein;


 


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


 


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


 



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(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 Sellers, 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;


 


(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;


 



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(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, (B) prepayment premiums and (C) in the case of the Class S Certificates, Excess Interest;


 


(xii)         
the Pass-Through Rate for such Class of Certificates 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 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 and Class S Certificates) immediately following
such Distribution Date;


 


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


 


(xvii)       
the current Controlling Class;


 



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(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(a),
Section 4.01(b), Section 4.01(d), and Section 4.01(g);


 


(xxiii)       
the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates 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;


 


(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;


 



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(xxvii)      
the aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)     
the then-current credit support levels for each Class of Certificates;


 


(xxix)       
the aggregate amount of Yield Maintenance Charges on the Mortgage Loans (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 applicable 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;


 


(xxxiii)      
the amount of any Excess Interest actually received; and


 


(xxxiv)     
such other information as mutually agreed between the Certificate Administrator and the Sponsors.


 


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 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.


 



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


 


(b)         
[Reserved].


  


(c)         
Each of the Master Servicer and the Special 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 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


 



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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 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


 



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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 applicable Excluded Special Servicer with respect to the
related Excluded Special Servicer Loan(s).


 


Section 4.03       
P&I Advances. (a)  On or before 4:00 p.m., New York City time, on each Master Servicer Remittance
Date, the Master Servicer shall either (i) remit to the Certificate Administrator for deposit from its own funds into the
Lower-Tier REMIC Distribution Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the
Mortgage Loans to be made in respect of the related Distribution Date or (ii) apply amounts held in the Collection Account,
for future distribution to Certificateholders in subsequent months in discharge of any such obligation to make P&I Advances
with respect to the Mortgage Loans, or (iii) make P&I Advances in the form of any combination of clauses (i) and (ii),
aggregating the total amount of P&I Advances to be made. Any amounts held in the Collection Account for future distribution
and so used to make P&I Advances with respect to the Mortgage Loans shall be appropriately reflected in the Master Servicer’s
records and replaced by the Master Servicer by deposit in the Collection Account on or before the next succeeding Master Servicer
Remittance Date (to the extent not previously replaced through the deposit of Late Collections of the delinquent principal and/or
interest in respect of which P&I Advances were made). The Master Servicer shall notify the Certificate Administrator of (i) the
aggregate amount of P&I Advances with respect to the Mortgage Loans for a Distribution Date and (ii) the amount of
any Nonrecoverable P&I Advances with respect to the Mortgage Loans for such Distribution Date, on or before two (2) Business
Days prior to such Distribution Date. If the Master Servicer fails to make a required P&I Advance by 4:00 p.m., New York City
time, on any Master Servicer Remittance Date, the Trustee shall make such P&I Advance pursuant to Section 7.05 by noon,
New York City time, on the related Distribution Date, unless the Master Servicer shall have cured such failure (and provided written
notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m., New York City time, on such Distribution
Date. In the event that the Master Servicer fails to make a required P&I Advance hereunder, the Certificate Administrator shall
notify the Trustee of such circumstances by 4:30 p.m., New York City time, on the related Master Servicer Remittance Date.
Notwithstanding the foregoing, the portion of any P&I Advance equal to the CREFC® Intellectual Property Royalty
License Fee for the related Mortgage Loans shall not be remitted to the Certificate Administrator for deposit into the Lower-Tier
REMIC Distribution Account but shall be deposited into the Collection Account for payment to CREFC® on such Distribution
Date. If the Master Servicer or the Trustee make a P&I Advance with respect to any Mortgage Loan that is part of a Whole Loan,
then it shall provide written notice to the related Other Servicer, Other Trustee, Non-Serviced Master Servicer, Non-Serviced Special
Servicer or Non-Serviced Trustee, as applicable, of the amount of such P&I Advance with respect to such Mortgage Loan within
two Business Days of making


 



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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 and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced
Primary Servicing Fee Rate) 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 shall make its determination (based on information provided by the applicable Non-Serviced Master
Servicer and Non-Serviced Special Servicer) that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a Nonrecoverable
Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced
Mortgage Loan independently of any determination made by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced
Special Servicer, as the case may be, under the applicable Non-Serviced Pooling Agreement in respect of the related Non-Serviced
Companion Loan. If the Master Servicer or the Special Servicer determines that a proposed P&I Advance with respect to a Non-Serviced
Mortgage Loan, if made, or any outstanding P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would
be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer or the Special Servicer shall provide the applicable Non-Serviced
Master Servicer and Non-Serviced Special Servicer written notice of such determination within two (2) Business Days of the date
of such determination. If the Master Servicer receives written notice from the related Non-Serviced Master Servicer or the related
Non-Serviced Special Servicer, as the case may be, that either has determined in accordance with the applicable Non-Serviced Pooling
Agreement with respect to a Non-Serviced Companion Loan, that any proposed advance under the applicable Non-Serviced Pooling Agreement
that is similar to a P&I Advance would be, or any outstanding advance under such Non-Serviced Pooling Agreement that is similar
to a P&I Advance is, a nonrecoverable advance, then the Master Servicer, the Special Servicer or the Trustee may, based upon
such determination, determine that any P&I Advance previously made


 



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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, Excess Interest, Balloon Payment or any P&I Advance with
respect to any Companion Loan and (ii) if an Appraisal Reduction Amount has been assessed with respect to any Mortgage Loan
(or, in the case of a Non-Serviced Whole Loan, an Appraisal Reduction Amount has been made in accordance with the related Non-Serviced
Pooling Agreement and the Master Servicer has notice of such Appraisal Reduction Amount), the interest portion of the P&I Advance
in respect of such Mortgage Loan for the related Distribution Date shall be reduced (it being herein acknowledged that there shall
be no reduction in the principal portion, if any, of such P&I Advance) to equal the product of (x) the amount of the interest
portion of such P&I Advance for such Mortgage Loan for such Distribution Date without regard to this clause (ii),
and (y) a fraction, expressed as a percentage, the numerator of which is equal to the Stated Principal Balance of such Mortgage
Loan immediately prior to such Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of a Whole Loan,
the portion of such Appraisal Reduction Amount allocated to the related Mortgage Loan), if any, and the denominator of which is
equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date. For purposes of the immediately
preceding sentence, the Periodic Payment due on the Maturity Date for a


 



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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 the same sequential order as distributions pursuant to Section
4.01(b), in each case up to the amount of the unreimbursed Realized Losses allocated to such Class of Principal Balance
Certificates. In the event that the amount of any subsequent recovery of Nonrecoverable Advances is added to the 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 I-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-RR 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,


 



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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 the Class I-RR Certificates, then,
to the Class H-RR Certificates, then, to Class G-RR Certificates, then, to the Class F-RR Certificates, then,
to the Class E-RR 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(l). 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. 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 four (4) Business Days of the Special Servicer’s reasonable request. Upon obtaining knowledge or
receipt of notice by the Master Servicer that a Non-Serviced Mortgage Loan has become an AB Modified Loan, the Master 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
Master Servicer to calculate whether a Collateral


 



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Deficiency Amount exists with respect to such AB Modified Loan, and (ii) as of
the first Determination Date following receipt by the Master Servicer of the appraisal and any other information set forth in the
immediately preceding clause (i) that the Master 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 Master Servicer thereof. None of the Master Servicer
(with respect to Mortgage Loans other than any Non-Serviced Mortgage Loan), the Special Servicer (with respect to Non-Serviced
Mortgage Loans), 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 I-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-RR 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 I-RR Certificate, then,
to the Class H-RR Certificates, then, to the Class G-RR Certificates, then, to the Class F-RR Certificates, and finally,
to the Class E-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 (in the case of a Mortgage Loan other than a Non-Serviced Mortgage Loan) or the
Master Servicer (in the case of a Non-Serviced Mortgage Loan) shall promptly notify the Special Servicer or the Master Servicer,
as applicable, and the Certificate Administrator of (i) any Appraisal Reduction Amount and (ii) any Collateral Deficiency Amount
and any resulting Cumulative Appraisal Reduction Amount (which notification shall be satisfied through delivery of such information
included in the CREFC® Loan Periodic Update File, as to the Appraisal Reduction Amounts, and the CREFC®
Appraisal Reduction Amount Template, as to the Collateral Deficiency Amount, included in the CREFC® Investor Reporting
Package, which shall be delivered simultaneously with the CREFC® Loan Periodic Update File in accordance with Section
3.12(d), and the Certificate Administrator shall promptly post notice of such Appraisal


 



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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) or Serviced Whole Loan, such
Special Servicer shall use its reasonable efforts to cause such second appraisal to be (i) delivered within thirty (30) days
from receipt of the Requesting Holders’ written request and (ii) prepared on an “as-is” basis by an MAI
appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect
of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal). With respect to any
such Non-Serviced Mortgage Loan, the Master Servicer shall use commercially reasonable efforts to obtain such second
appraisal from the applicable Non-Serviced Special Servicer.


 


(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 or Serviced Whole Loan for which an Appraisal Reduction
Event has occurred or as to which there exists a Collateral Deficiency Amount if an event has occurred at or with regard to the
related Mortgaged Property or Mortgaged Properties that would have a material effect on its appraised value, and the Special Servicer
shall use its reasonable efforts to cause such appraisal to be (i) delivered within thirty (30) days from receipt of the Requesting
Holders’ written request and (ii) prepared on an “as-is” basis by an MAI appraiser; provided that the
Special Servicer shall not be required to obtain such appraisal if it


 



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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 applicable Excluded Loan) the Directing Holder. Based
upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above) and
(for Mortgage Loans (other than Non-Serviced Mortgage Loans) or Serviced Whole Loans) receipt of information reasonably
requested by the Special Servicer from the Master Servicer necessary to calculate the Appraisal Reduction Amount that is
either in the Master Servicer’s possession or reasonably obtainable by the Master Servicer, the Special Servicer shall
determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee, the
Operating Advisor and ((i) prior to the occurrence of any Consultation Termination Event and (ii) other than with respect to
any applicable Excluded Loan) the Directing Holder, the amount and calculation or recalculation of the Appraisal
Reduction Amount with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report
shall be delivered in the CREFC® Appraisal Reduction Amount Template format; provided, however,
that the Special Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a
failure of the Master Servicer to provide sufficient information to the Special Servicer to comply with such duties or
failure by the Master Servicer to otherwise comply with its obligations hereunder. Such report shall also be forwarded by the
Master Servicer (or the Special Servicer if the related Mortgage


 



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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 applicable Excluded Loan, the Special Servicer shall consult with the Directing Holder with respect to any Appraisal,
valuation or downward adjustment in connection with an Appraisal Reduction Amount. Notwithstanding the foregoing but subject
to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation,
as applicable, with respect to a Mortgage Loan or related Companion Loan or Serviced Whole Loan as to which an Appraisal
Reduction Event has occurred to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in
accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within
the nine-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer
may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction Amount with respect to such
Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any
material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal or
valuation.


 


The Master Servicer shall
deliver electronically to the Special Servicer any information in its possession that is reasonably required to determine, calculate,
redetermine or recalculate any Appraisal Reduction Amount, 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        Grantor
Trust Reporting. (a)  The parties intend that the portion of the Trust Fund constituting the Grantor Trust,
shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a
“grantor trust” under subpart E, part I of subchapter J of the Code, and the provisions hereof shall be
interpreted consistently with this intention. In furtherance of such intention, neither the Trustee nor the Certificate
Administrator shall have the power to vary the investment of the Holders of the Class S Certificates in the Grantor Trust so
as to improve their rate of return. The Certificate Administrator shall prepare or cause to be prepared, submit to the
Trustee for execution (and the Trustee shall timely execute and timely return to the Certificate Administrator) and timely
file all Tax Returns in respect of the Grantor Trust. In addition, the Certificate Administrator shall (A) file, or
cause to be filed, Internal Revenue Service Form 1099, Form 1041 or such other form as may be applicable with the
Internal Revenue Service with copies of the statements in the following clause, and (B) furnish, or cause to be furnished, to
the Holders of the Class S Certificates, their allocable share of income and expense with respect to Class S Certificates,
the Excess Interest and the Excess Interest Distribution Account, in the time or times and in the manner required by the
Code.


 


(b)           
If the Certificate Administrator receives notice that any Class S Certificate is held through a “middleman”
as defined by the WHFIT Regulations, then the Grantor Trust will be treated as a WHFIT that is a WHMT. In such event, the Certificate
Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to
enable the Certificate Administrator to do so is provided to the Certificate Administrator on a timely basis. The Certificate Administrator
shall be entitled to rely on its receipt of notice in the first sentence of this Section 4.06(b) and shall be entitled to indemnification
in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that any notice
received pursuant to the first sentence of this paragraph is incorrect. As of the Closing Date, no Class S Certificate is held
through a middleman.


 


(c)           
The Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the
WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under no obligation to determine
whether any Certificateholder uses the cash or accrual method. The Certificate Administrator shall make available (via its website)
WHFIT information to Certificateholders annually. In addition, the Certificate Administrator shall not be responsible or liable
for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.


 



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(d)         
The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations
nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided
to the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate
Administrator. Each Holder of a Class S Certificate, by acceptance of its interest in such class of securities, will be deemed
to have agreed to provide the Certificate Administrator with information regarding any sale of such securities, including the price,
amount of proceeds and date of sale. Absent receipt of information regarding any sale of a Class S Certificate, including the price,
amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator shall assume
there is no secondary market trading of WHFIT interests.


 


Section 4.07       
Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a)  The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor
Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders
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 and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable
law, the applicable Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would


 



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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
Person and (b) it grants authorization to the Certificate Administrator to make its name and


 



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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 Agreement, it shall not be required
to answer such Rating Agency Inquiry and shall promptly


 



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


 


(b)         
The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether
the type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates
to the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered to
the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure
Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such document
or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic
copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not
be responsible or held liable for any other Person’s use or dissemination of the documents or information contained on the
Secure Data


 



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


 


(c)           Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate
Administrator shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in
writing by the Depositor and all costs and expenses associated with the transfer of the Diligence Files shall be payable as
part of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the
Certificate Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full,
liquidated, repurchased or otherwise removed from the Trust or the Special Servicer may direct the Certificate Administrator
in writing to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent
such direction, the Certificate Administrator shall not be obligated to delete any Diligence File from the Secure Data Room.
Following the termination of the Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted to
delete all files from the Secure Data Room. Upon deletion, in no event shall the Certificate Administrator be obligated to
reproduce or retrieve such deleted files.


 


Article
V



THE CERTIFICATES


 


Section 5.01       
The Certificates. (a)  The Certificates will be substantially in the respective forms annexed hereto as
Exhibits A-1 through and including A-17, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be
necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon as may be required by law, or as may, consistently
herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. The Class X
Certificates will be issuable only in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000 and
in integral multiples of $1.00 in excess of $1,000,000. The Offered Certificates (other than the Class X-A Certificates and
Class X-B Certificates) will be issuable only in minimum Denominations of authorized initial Certificate Balance of not less
than $10,000, and in integral multiples of $1.00 in excess thereof. The Non-Registered Certificates (other than the Class X-D,
Class S and the Class R Certificates) will be issuable in minimum Denominations of authorized initial Certificate Balance of not
less than $100,000, and in integral multiples of $1.00 in excess thereof. If the Original Certificate Balance or initial Notional
Amount, as applicable, of any Class does not equal an integral multiple of $1.00, then a single additional Certificate of such
Class may be issued in a minimum denomination of authorized initial Certificate Balance or initial Notional Amount, as applicable,
that includes the excess of (i) the Original Certificate Balance or initial Notional Amount, as applicable, of such Class
over (ii) the largest integral multiple of $1.00 that does not exceed such


 



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amount. The Class R Certificates shall be issued,
maintained and transferred in minimum Percentage Interests of 10% of such Class R Certificates and in integral multiples of 1%
in excess thereof. The Class S Certificates shall be issued, maintained and transferred in minimum Percentage Interests of 10%
of such Class S Certificates and in integral multiples of 1% in excess thereof.


 


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


 


(c)           
Until the expiration of the HRR Transfer Restriction Period, the HRR Certificates shall only be held as Definitive Certificates
in the Third Party Purchaser Safekeeping Account by the Certificate Administrator (and the Holder of the HRR Certificates shall
be registered on the Certificate Register), unless otherwise consented to by the Retaining Sponsor. The Certificate Administrator
shall hold the HRR Certificates in safekeeping and shall release the same only upon receipt of written instructions of the termination
of the HRR Transfer Restriction Period or of the Third Party Purchaser’s intent to transfer pursuant to Section 5.03(p),
in each case in accordance with this agreement from the holder of the HRR Certificates and the Retaining 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 Retaining 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:


 



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Wells Fargo Bank, National Association


Attention: Security Control and Transfer
(SCAT)


MAC: N9345-010


425 E. Hennepin Avenue


Minneapolis, Minnesota 55414


 


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


  


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


 


(d)           
In the event the Third Party Purchaser seeks to cause the release of any HRR Certificates from the Third Party Safekeeping
Account, the Third Party Purchaser shall deliver to the Certificate Administrator (i) a written request for such release in connection
with a transfer pursuant to Section 5.03(p) or in connection with the termination of the HRR Transfer Restriction Period
and (ii) a written request for the Retaining Sponsor’s consent to such release substantially in the form attached hereto
as Exhibit D-7. Promptly upon receipt of such request for the Retaining Sponsor’s consent, the Certificate Administrator
shall forward such request to the Retaining 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 Retaining Sponsor to the Certificate Administrator
in writing). The Certificate Administrator may not consent to, or otherwise permit, any such release without obtaining the Retaining
Sponsor’s countersigned request for consent; provided that if the Retaining 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 Retaining Sponsor’s receipt of any such written request for the Retaining Sponsor’s consent,
such release will be deemed to have been approved by the Retaining Sponsor; provided, further, that such deemed consent
shall not apply in connection with a determination of whether the HRR Transfer Restriction Period has ended. 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
Retaining 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


 



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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 KKR Real Estate Credit Opportunity Partners Aggregator
I L.P.) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then
either:


 


(a)          Each
Class of the Non-Registered Certificates (other than the HRR, Class S and Class R Certificates) sold to institutions that are
non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall
initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons,
substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry
Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered
Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the
Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated
agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the Restricted Period, beneficial
interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After
the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be
exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an
exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period,
distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be
made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S.
Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any
beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such
beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same
Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry
Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made
on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the 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 (other than the HRR, Class S and Class R Certificates) offered
and sold to Qualified Institutional Buyers in


 



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reliance on Rule 144A shall be represented by Rule 144A Book-Entry Certificates,
which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository,
and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A
Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar,
as custodian for the Depository, as hereinafter provided.


 


(c)         Certificates
of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional
Accredited Investors that are not Qualified Institutional Buyers and the HRR Certificates (until the expiration of the HRR
Transfer Restriction Period) (the “Non-Book Entry Certificates”) shall be in the form of Definitive
Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of
such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry
Certificates to the respective beneficial owners or owners. For the avoidance of doubt, the Class R and Class S Certificates
shall only be in the form of Definitive Certificates.


 


(d)         Owners
of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing
or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or
ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within
ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding
to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding
it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a
Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i)
or (ii) above with respect to any Certificates of a Class that are in 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.


 



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Section 5.03        Registration
of Transfer and Exchange of Certificates. (a)  The Certificate Administrator shall keep or cause to be kept at
the Corporate Trust Office books (the “Certificate Register”) in which, subject to such reasonable
regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the
“Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible for,
among other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates of
each Class of Non-Registered Certificates represented by a Temporary Regulation S Book-Entry Certificate, a
Regulation S Book-Entry Certificate and a Rule 144A Book-Entry Certificate and accepting Certificates for exchange
and registration of transfer and (ii) transmitting to the Depositor, the Master Servicer and the Special Servicer any
notices from the Certificateholders.


 


(b)         
Subject to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, 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


 



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debited, from the account
of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being
exchanged or transferred.


 


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


 



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exchange or cause the
exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same
Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of
(1) instructions from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar,
as registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to
the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
to be exchanged, such instructions to contain information regarding the participant account with the Depository to be
credited with such increase, (2) with respect to a transfer of an interest in the Regulation S Book-Entry
Certificate, information regarding the participant account of the Depository to be debited with such decrease and
(3) with respect to a transfer of an interest in the Temporary Regulation S Book-Entry Certificate for an interest
in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit K
hereto given by the holder of such beneficial interest and stating that the Person transferring such interest in the
Temporary Regulation S Book-Entry Certificate reasonably believes that the Person acquiring such interest in the
Rule 144A Book-Entry Certificate is a Qualified Institutional Buyer or (ii) after the Restricted Period, an
Investment Representation Letter in the form of Exhibit C attached hereto from the Transferee to the effect that
such Transferee is a Qualified Institutional Buyer (an “Investment Representation Letter”) and is
obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A, then the Certificate
Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase, or cause to be
increased, the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance of the
beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to
be exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or
cause to be credited, to the account of the Person specified in such instructions, a beneficial interest in
the Rule 144A Book-Entry Certificate equal to the reduction in the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to debit, or cause to be debited,
from the account of 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


 



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Clearstream
pursuant to the terms of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of
interests in the Temporary Regulation S Book-Entry Certificate for interests in the Regulation S Book-Entry
Certificate, the Certificate Registrar shall endorse the Temporary Regulation S Book-Entry Certificate to reflect the
reduction in the Certificate Balance represented thereby by the amount so exchanged and shall endorse the
Regulation S Book-Entry Certificate to reflect the corresponding increase in the amount represented thereby. Until so
exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry Certificate, and the
Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the
Regulation S Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


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


 



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Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate or to a
Transferee of a Non-Book Entry Certificate (or any portion thereof).


 


(i)         
Other Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates
may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)
through (f) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A
or Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


 


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


 


(k)         
If Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive
legend relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the
restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A
or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate
and deliver Certificates that do not bear such legend.


 


(l)          
All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the
Certificate Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(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 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 and will not be
(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) or 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 will 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, where the acquisition, holding and disposition of
such Certificate will not result in a non-exempt violation of Similar Law). The Trustee and Certificate Administrator shall
not register the sale, transfer, pledge or


 



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other disposition of any ERISA Restricted Certificate unless the Trustee and
Certificate Administrator have received either the representation letter described above. The costs of any of the foregoing
representation letters 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, the Asset
Representations Reviewer or the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed to represent
that it is not a Person specified in clause (A) or (B) of the first sentence of this Section 5.03(m). Any
transfer, sale, pledge or other disposition of any ERISA Restricted Certificates that would constitute or result in a
prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate the
provisions of this Section 5.03(m) shall be deemed absolutely null and void ab initio, to the extent permitted
under applicable law.


 


(n)        
No Class R or Class S Certificate 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 or Class S Certificate. Each
prospective Transferee of a Class R or Class S 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 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


 



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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.


 


(o)        
The Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 



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(p)          (i)
At all times during the HRR Transfer Restriction Period, if a transfer of the HRR Certificates is to be made, then the
Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively
rely upon) each of the following, sent to the Certificate Registrar and with a copy to each of the Retaining Sponsor and
counsel at the addresses provided in Section 13.05: (A) Exhibit D-5 from the HRR Certificateholder instructing the
Certificate Registrar of its intentions to release the HRR Certificate from the Third Party Purchaser Safekeeping Account and
to transfer such HRR Certificate, (B) a certification from such Certificateholder’s prospective transferee
substantially in the form attached hereto as Exhibit D-3, (C) a certification from the Certificateholder desiring to
effect such transfer substantially in the form attached hereto as Exhibit D-4, (D) a W-9 completed by the Transferee
and (E) wire instructions and contact information of the Transferee. Upon receipt of the foregoing certifications, the
Certificate Registrar shall, subject to Section 5.01(c) and Section 5.03, facilitate the transfer of the HRR
Certificate and reflect the HRR Certificates in the name of the prospective transferee and shall deliver written confirmation
to the Transferee with a copy via email to each of the Retaining Sponsor and Transferor, of such transfer and the safekeeping
of such HRR Certificate substantially in the form of Exhibit TT attached hereto. (ii) After the termination of the HRR
Transfer Restriction Period, if a transfer of the HRR Certificates is to be made, then the Certificate Registrar shall refuse
to register such transfer unless it receives (and upon receipt may conclusively rely upon) each of the following: (A) a
certification from such Certificateholder’s prospective transferee substantially in the form attached hereto as Exhibit
D-3 and (B) a certification from the Certificateholder desiring to effect such transfer substantially in the form
attached hereto as Exhibit D-4. For the avoidance of doubt, in no event shall the HRR Certificates be held as a
Book-Entry Certificate with a balance in excess of $0 at any time prior to the expiration of the HRR Transfer Restriction
Period.


 


(q)        
Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding
requirements respecting payments to Certificateholders and 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 purchaser of Certificates that is a Plan subject to ERISA (an “ERISA Plan”) or is acting on behalf
of or using the assets of an ERISA Plan will be deemed to


 



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have represented and
warranted that (i) none of the Depositor, the issuing entity, the Sponsors, the Underwriters, the Initial Purchasers, the
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicers, the Operating Advisor, the Asset
Representations Reviewer or any of their respective affiliated entities, has provided any investment recommendation or
investment advice on which the ERISA Plan or the fiduciary making the investment decision for the ERISA Plan has relied in
connection with the decision to acquire Certificates, and they are not otherwise acting as a fiduciary (within the meaning of
Section 3(21) of ERISA or Section 4975(e)(3) of the Code) to the ERISA Plan in connection with the ERISA Plan’s
acquisition of Certificates (except where an exemption is available (all of the conditions of which are satisfied) to cover
the purchase and holding of the Certificates or the transaction is not otherwise prohibited) and (ii) the fiduciary making
the decision to acquire the Certificates is exercising its own independent judgment in evaluating the investment in the
Certificates.


 


Section 5.04       
Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate
and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless,
then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser,
the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any new
Certificate under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient to cover any
expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05       
Persons Deemed Owners. The Master Servicer, the Special 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


 



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the communication which Certificateholder proposes to transmit, then the Certificate Registrar
shall, within ten (10) Business Days after the receipt of such request, afford such Certificateholder (at such Certificateholder’s
sole cost and expense) access during normal business hours to a current list of the Certificateholders related to the Class of
Certificates held by such Certificateholder. Every Certificateholder, by receiving and holding a Certificate, agrees that the Certificate
Registrar shall not be held accountable by reason of the disclosure of any such information as to the list of the Certificateholders
hereunder, regardless of the source from which information was derived. The Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to a list of the names and addresses of
Certificateholders from time to time upon request therefor.


 


(b)         
(i)  The Certificate Administrator shall include in any Form 10-D any written request received in accordance
with Section 11.04(a) prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution
Date preceding such Distribution Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders
or Certificate Owners related to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement.
Any Form 10-D containing such disclosure (a “Special Notice”) regarding the request to communicate shall
include the following and no more than the following (a) the name of the Certificateholder or Certificate Owner making the
request, (b) the date the request was received, (c) a statement to the effect that the Certificate Administrator has
received such request, stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders
or Certificate Owners with regard to the possible exercise of rights under this Agreement, and (d) a description of the method
other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner.


 


(ii)               
In verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if
the Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record
with respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from
such Certificateholder or 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


 



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Registrar shall give prompt written notice to the Certificateholders
and the Mortgagors of any change in the location of the Certificate Register or any such office or agency.


 


Section 5.08       
Appointment of Certificate Administrator. (a)  Wells Fargo Bank, National Association, is hereby initially
appointed Certificate Administrator in accordance with the terms of this Agreement. If the Certificate Administrator resigns or
is terminated, the Trustee shall appoint a successor certificate administrator which may be the Trustee or an Affiliate thereof
to fulfill the obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements set forth
in Section 8.06.


 


(b)         The
Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any
resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties.


 


(c)         
The Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses
of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the
advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action
taken or suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)        
The Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it
in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)         
The Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)         
The Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the
Special Servicer or the Depositor.


 


Section 5.09       
Voting Procedures for Certificates. (a)  With respect to any matters submitted to Certificateholders for
a vote, the Certificate Administrator shall administer such vote through the Depository with respect to Book-Entry Certificates
and directly with registered Holders by mail with respect to Definitive Certificates. In each case, such vote shall be administered
in accordance with the following procedures, unless different procedures are otherwise described herein with respect to a specific
vote:


 


(b)        
Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice
and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders
of Definitive


 



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Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(c)         
In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their
holdings in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in
accordance with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by
the Certificate Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes
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 has cast its vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall
be communicated by the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed,
votes may not be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient
portion of the Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without
taking into consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject
to and shall be bound by all votes of holder of Certificates initiated or conducted prior to its acquisition of such Certificate.


 


(d)        
The Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate
Administrator shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline.
Illegible or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall
not be counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results
of the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the
proposition and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
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 Holders 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 Certificateholders is needed for some matter related to the administration
of the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote
and the Certificate Administrator will conduct the requested vote in accordance with these


 



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procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, The Special Servicer, the Operating Advisor, THE ASSET REPRESENTATIONS REVIEWER, AND 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 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;


 



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(v)          
The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform
its obligations under this Agreement or the financial condition of the Master Servicer;


 


(vi)           No
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which
would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and
reasonable judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform its
obligations under this Agreement;


 


(vii)          
The Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07 hereof;


 


(viii)          
No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or
court is required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance
by the Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby,
other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have
been obtained, made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or
(B) where the lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not have
a material adverse effect on the performance by the Master Servicer under this Agreement; and


 


(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 national banking association duly organized, validly existing and in good standing under the laws
of the United States, 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


 



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constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Special
Servicer to perform its obligations under this Agreement or its financial condition;


 


(iii)          
The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it
contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed
and delivered this Agreement;


  


(iv)          
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Special Servicer enforceable against the Special Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 


(v)          
The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to
perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


(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


 



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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 Delaware, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          
The execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms
of this Agreement by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or its financial condition;


 


(iii)          
The Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by
it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(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;


 



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(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 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 Delaware, and the Asset Representations Reviewer is in compliance with the laws of each State in
which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          
The execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with
the terms of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s
organizational documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute
a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or that
is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the
Asset Representations Reviewer or its property is subject, which, in the case of either (B) or (C), is likely to
materially and adversely affect either the ability of the Asset Representations Reviewer to perform its obligations under this
Agreement or its financial condition;


 



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(iii)          
The Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be
performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement,
and has duly executed and delivered this Agreement;


 


(iv)          
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance
with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other
laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


  


(v)          
The Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


 


(vi)          
No litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the
Asset Representations Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in
the Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the
ability of the Asset Representations Reviewer to perform its obligations under this Agreement;


 


(vii)          
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.


 



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(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.


 


(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


 



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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 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.


 



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(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 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


 



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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 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


 



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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,
the Operating Advisor, the Asset Representations Reviewer or the Depositor) and pay all expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect
of such claim. Any failure to so notify the Master Servicer or the Special Servicer, as the case may be, shall not affect any rights
any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Master Servicer’s
or the Special Servicer’s, as the case may be, defense of such claim is materially prejudiced thereby.


 


(d)          
Each of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify
the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Certificate
Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor,
the Asset Representations Reviewer, the Sponsors (but only in the case of the Certificate Administrator and with respect to Article
V) and the Trust and any partner, director, officer, shareholder, member, manager employee or agent thereof, and hold them
harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any
willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively, in the performance
of its obligations and duties under this Agreement or by reason of negligent disregard by the Trustee or the Certificate Administrator,
respectively, of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein;
provided that such indemnity shall not cover indirect or consequential damages. The Depositor, the Master Servicer, the
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


 



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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 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


 



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against any liability which would otherwise be imposed
by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder.


 


(h)           The
Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent),
the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and any
partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and
against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and
any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful
misconduct, bad faith or negligence of the Asset Representations Reviewer, in the performance of its obligations and duties
under this Agreement or by reason of negligent disregard by the Asset Representations Reviewer of its duties and obligations
hereunder or by reason of breach of any representations or warranties made herein; provided that such indemnity shall
not cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor or the Depositor, as the case may be, shall immediately notify the Asset Representations
Reviewer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to
indemnification hereunder, whereupon the Asset Representations Reviewer shall assume the defense of such claim (with counsel
reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the Asset Representations Reviewer shall not affect any
rights any of the foregoing Persons may have to indemnification under this 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


 



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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 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.


 



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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 (1) the Special Servicer with respect to all Specially Serviced Mortgage
Loans (other than any Excluded Loan or Servicing Shift Mortgage Loan), (2) the Special Servicer with respect to Non-Specially
Serviced Mortgage Loans (other than any Excluded Loan or any Servicing Shift Mortgage Loan) as to all Special Servicer Major Decisions,
and (3) the Master Servicer with respect to Non-Specially Serviced Mortgage Loans (other than any Excluded Loan or any Servicing
Shift Mortgage Loan) as to all Master Servicer Major Decisions. 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, with respect to any Mortgage
Loan (other than any Non-Serviced Mortgage Loan, any Servicing Shift Mortgage Loan or any applicable Excluded Loan) or any Serviced
Whole Loan, for so long as no Control Termination Event has occurred and is continuing, neither the Master Servicer or the Special
Servicer shall be permitted to take any of the following actions (each a “Major Decision”) as to which the Directing
Holder has objected in writing within ten (10) Business Days (or thirty (30) days with respect to clause (xiv)
of the definition of “Major Decision” below) after receipt of the related Major Decision Reporting Package (provided
that if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such
ten (10) Business Day (or thirty (30) day) period, then the Directing Holder will be deemed to have approved such action):


 


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


 


(ii)          
any modification, consent to a modification or waiver of any monetary term (other than Penalty Charges (which the Master
Servicer or the 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


 



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pay-offs, but excluding the waiver of Penalty
Charges) of a Mortgage Loan or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan or Serviced Whole
Loan;


 


(iii)         
any sale of a Defaulted Mortgage Loan and any related defaulted Companion Loan, as applicable, or any REO Property (other
than in connection with the termination of the Trust) for less than the applicable Purchase Price (excluding the amount described
in clause (vi) and clause (vii) of the definition of “Purchase Price”);


 


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


 


(v)          any
release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Whole Loan or
any consent to either of the foregoing, other than immaterial condemnation actions and other similar takings, or if
otherwise required pursuant to the specific terms of the related Mortgage Loan or Serviced Whole Loan and for which there is
no lender discretion;


 


(vi)        
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan or
Serviced Whole Loan, if lender consent is required, any consent to such waiver or consent to a transfer of the Mortgaged Property
or interests in the Mortgagor or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt
as may be effected without the consent of the lender under the related loan agreement or related to an immaterial easement, right
of way or similar agreement;


 


(vii)       
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;


 


(viii)      
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;


 


(ix)         
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;


 


(x)          
approving leases, lease modifications or amendments or any requests for subordination non-disturbance and attornment agreements
or other similar agreements with respect to any lease that (a) involves a ground lease or lease of an outparcel or affects an area
greater than or equal to the lesser of (1) 20,000 square feet or (2) 20% of


 



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the net rentable area of the related Mortgaged Property,
(b) involves a tenant or space specifically identified by name or space location in the related Mortgage Loan documents as requiring
the consent of the lender for the associated activity or (c) such transaction is not a routine leasing matter for a customary lease
of space for parking office retail, warehouse, industrial and/or manufacturing purposes;


 


(xi)         
the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of a Mortgagor;


 


(xii)        
any property management company changes or franchise changes to the extent the lender is required to consent or approve
under the Mortgage Loan documents;


 


(xiii)       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;


 


(xiv)        any determination of an Acceptable Insurance Default;


 


(xv)         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;


 


(xvi)        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; and


 


(xvii)       approving annual budgets for the related Mortgaged Property with increases (in excess of 10%) in operating expenses or payments
to entities actually known by the Master Servicer to be affiliates of the related borrower (excluding affiliated managers paid
at fee rates agreed to at the origination of the related Mortgage Loan or Serviced Whole Loan);


 


provided, further, that,
in the event that the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by this Agreement
to take such action), as applicable, determines that immediate action, with respect to 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


 



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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 (taking into account the subordinate nature of each
Serviced Subordinate Companion Loan), and the Master Servicer or the Special Servicer, as applicable, has made a reasonable
effort to contact the Directing Holder. Neither the Master Servicer nor the Special Servicer is required to obtain the
consent of the Controlling Class Representative for any of the foregoing actions after the occurrence and during the
continuance of a Control Termination Event; provided, however, with respect to any Mortgage Loan (other than a
Non-Serviced Mortgage Loan or an Excluded Loan) or Serviced Whole Loan, if a Control Termination Event has occurred and is
continuing, but for so long as no Consultation Termination Event has occurred, neither the Master Servicer nor the Special
Servicer will be required to obtain the consent of the Directing Holder with respect to any of the Major Decisions or Asset
Status Reports, but shall consult with the Directing Holder in connection with any Major Decision that it is processing or,
in the case of 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 Master Servicer or the Special Servicer. In the event the Master Servicer or the
Special Servicer, as applicable, receives no response from the Directing Holder within 10 days following the Master
Servicer’s or 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 Master Servicer or the Special Servicer, as applicable,
will not be obligated to consult with the Directing Holder on the specific matter; provided, however, that the
failure of the Directing Holder to respond shall not relieve the Master Servicer or the Special Servicer, as applicable, from
consulting with the Directing Holder on any future matters with respect to the applicable Mortgage Loan or Serviced Whole
Loan or any other Mortgage Loan.


 


Notwithstanding anything
herein to the contrary, with respect to any Servicing Shift Mortgage Loan, the Loan-Specific Directing Holder shall, pursuant to
the related Co-Lender Agreement, exercise any consent and consultation rights, and rights to provide direction to the Master Servicer
or Special Servicer, of the “Directing Holder” with respect to such Mortgage Loan as provided for in this Agreement
until the related 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


 



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respect to any Specially Serviced
Mortgage Loan, (b) the Special Servicer shall process all requests for any matter that constitutes a Special Servicer Major
Decision with respect to any Non-Specially Serviced Mortgage Loan (other than a Non-Serviced Mortgage Loan) unless the Master
Servicer and the Special Servicer have mutually agreed to have the Master Servicer process such request in accordance with
the terms and conditions reasonably agreed to by the Master Servicer and Special Servicer, including the Special
Servicer’s consent, (c) the Master Servicer shall process all requests for any matter that constitutes a Master
Servicer Major Decision with respect to any Non-Specially Serviced Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and (d) the Master Servicer shall process all requests for any matter that constitutes a Special Servicer Major Decision with
respect to any non-Specially Serviced Mortgage Loan (other than a Non-Serviced Mortgage Loan) if the Master Servicer and the
Special Servicer have mutually agreed to have the Master Servicer process such request in accordance with the terms and
conditions reasonably agreed to by the Master Servicer and Special Servicer, including the Special Servicer’s consent.
Upon receiving a request for any matter that constitutes a Special Servicer 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 in accordance with the terms and conditions reasonably agreed to by the Master Servicer
and Special Servicer, including the Special Servicer’s consent, the Special Servicer shall process such request and the
Master Servicer will have no further obligation with respect to such request or the related Special Servicer Major
Decision.


 


With respect to any Mortgagor
request or other action on Non-Specially Serviced Mortgage Loans that is not a Special Servicer Non-Major Decision or a Major Decision,
the Master Servicer shall not be required to obtain the consent of or consult with the Special Servicer, any Directing Holder or
the Operating Advisor.


 


In addition, with respect
to any Mortgage Loan other than an applicable Excluded Loan, for so long as no Control Termination Event has occurred and is continuing,
the Directing Holder (subject to any rights, if any, of the related Companion Holder to advise the Special Servicer with respect
to the related Serviced Whole Loan, pursuant to the terms of the related Co-Lender Agreement) may direct the Special Servicer to
take, or to refrain from taking, such other actions with respect to a Mortgage Loan as the Directing Holder may deem advisable
or as to which provision is otherwise made herein; provided that notwithstanding anything herein to the contrary, no such
direction or objection contemplated by this Section 6.08 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 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.


 



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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 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


 



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interests of the Holders of the
controlling class under the related Non-Serviced Pooling Agreement, and that the Non-Serviced Whole Loan Controlling Holder, with
respect to such Non-Serviced Whole Loan, shall have no liability whatsoever for having so acted, and no Certificateholder may take
any action whatsoever against such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, or
any director, officer, employee, agent or principal thereof for having so acted.


 


(b)           Notwithstanding
anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control Termination Event
(and at any time with respect to any applicable Excluded Loan), the Directing Holder shall have no right to consent to or
direct any action taken or not taken by any party to this Agreement; (ii) after the occurrence and during the continuance of
a Control Termination Event but prior to the occurrence of a Consultation Termination Event, the Directing Holder shall
remain entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the
Master Servicer, the Special Servicer and any other applicable party shall consult with the Directing Holder (other than with
respect to any applicable Excluded Loan) in connection with any action to be taken or refrained from taking to the extent set
forth herein; and (iii) after the occurrence of a Consultation Termination Event and at any time with respect to any
applicable Excluded Loan, the Directing Holder shall have no direction, consultation or consent rights hereunder and no right
to receive any notices, reports or information (other than notices, reports or information required to be delivered to all
Certificateholders) or any other rights as Directing Holder.


 


Prior to the occurrence
and continuance of an Operating Advisor Consultation Event, the Special Servicer shall 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 Mortgage
Loan no Major Decision Reporting Package shall be required to be delivered (and the Special Servicer shall use reasonable efforts
not to deliver such Major Decision Reporting Package) prior to the occurrence and continuance of an Operating Advisor Consultation
Event. After the occurrence and during the continuance of an Operating Advisor Consultation Event (whether or not a Control Termination
Event is continuing), the Master Servicer or the Special Servicer that is processing the related Major Decision shall provide each
Major Decision Reporting Package to the Operating Advisor simultaneously with the Master Servicer’s or the Special Servicer’s
written request, as applicable, 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 Master Servicer or the Special Servicer to the Operating Advisor, the Master Servicer or the Special Servicer, as applicable”,
shall make available to the Operating Advisor a servicing officer with the relevant knowledge regarding the Mortgage Loan and such
Major Decision and/or Asset Status Report in order to address reasonable questions that the Operating Advisor may have relating
to, among other things, such Major Decision and/or Asset Status Report.


 


In addition, if an Operating
Advisor Consultation Event has occurred and is continuing, the Master Servicer or the Special Servicer shall consult with the Operating
Advisor in connection with any proposed Major Decision that it is processing (and any other actions


 



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which otherwise require consultation
with the Operating Advisor) and consider alternative actions recommended by the Operating Advisor, in respect thereof, provided that
such consultation is on a non-binding basis. In the event that the Master Servicer or the 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 Master
Servicer or the Special Servicer, as applicable, related to the subject matter of such consultation, the Master Servicer or
the Special Servicer, as applicable, shall not be obligated to consult with the Operating Advisor on the specific matter; provided, however,
that the failure of the Operating Advisor to respond on any specific matters shall not relieve the Master Servicer or the
Special Servicer, as applicable, from its obligation to consult with the Operating Advisor on any future matter with respect
to the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding anything herein to the contrary, with respect to
any applicable Excluded Loan related to the Controlling Class Representative (regardless of whether an Operating Advisor
Consultation Event has occurred and is continuing), the Master Servicer, 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 Master Servicer or 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 the Servicing Standard, the Master Servicer or 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 Master Servicer or the Special Servicer reasonably determines in accordance with the Servicing
Standard that failure to take such actions before the expiration of such period would materially adversely affect the interest
of the Certificateholders, and the Master Servicer or 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 Certificateholders
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 Certificateholders 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)       the Master Servicer or the Special Servicer is removed from S&P’s Select Servicer List as a U.S. Commercial Mortgage
Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and is not restored to such status on such list
within sixty (60) days; or


 


(ix)          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 KBRA (or, in the case of Serviced Companion Loan Securities, any Companion
Loan Rating Agency) within sixty


 



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(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; or


 


(x)          
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


 


(xi)          a Companion Loan Rating Agency has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes of
Serviced Companion Loan Securities, or (B) placed one or more classes of Serviced Companion Loan Securities on “watch status”
in contemplation of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), citing servicing
concerns with the Master Servicer or the Special Servicer, as applicable, as the sole or material factor in such rating action
(and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by such Companion
Loan Rating Agency within sixty (60) days of such event); or


  


(xii)         any failure by the Master Servicer or the 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 a Mortgage Loan Seller) by the time required under this Agreement after
any applicable grace periods or (b) any Exchange Act reporting items that a primary servicer, sub-servicer or servicing function
participant retained by the Master Servicer is required to deliver (any such primary servicer, sub-servicer or servicing function
participant will be terminated if it defaults in accordance with the provision of this clause (xi) which failure (other than in
the case of Form 8-K reporting requirements) is not remedied within 3 Business Days.


 


(b)          If any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes
of this Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every
such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee or the Depositor may, and at the
written direction of (A)((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect
to any applicable Excluded Loan) the Directing Holder (solely with respect to the Special Servicer), or (B) the Certificateholders
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


 



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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 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).


 


Notwithstanding
the foregoing, with respect to a Serviced AB Whole Loan, if any Servicer Termination Event has occurred (A) with respect to the
Master Servicer that affects the holder of the Serviced Subordinate Companion Loan, and the Master Servicer is not otherwise terminated
under this Agreement, then the holder of the Serviced Subordinate Companion Loan or its designees (if the holder of the Serviced
Subordinate Companion Loan is the related Serviced AB Whole Loan Directing Holder) shall be entitled to direct the Trustee to appoint
a sub-servicer solely with respect to the Mortgage Loan (or if the Mortgage Loan is currently being sub-serviced, to replace the
current sub-servicer, but only if such original sub-servicer is in default under the related sub-servicing agreement); and (B)
the appointment (or replacement) of a sub-servicer with respect to the Mortgage Loan, as contemplated in clause (A) above,
will in any event be subject to written confirmation from each Rating Agency that such appointment would not, in and of itself,
cause a downgrade, qualification or withdrawal of the then-current ratings assigned to the securities issued in connection with
any securitization.


 


(c)          
If the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination
Event under Section 7.01(a)(viii), (ix) or (x), the Master Servicer shall have a forty-five (45) day period
after such notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with


 



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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).


 


(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 applicable Excluded Loan, the Directing Holder shall be entitled
to terminate the rights (subject to Section 3.11 and Section 6.04) and obligations of the Special Servicer under
this Agreement, with or without cause, upon ten (10) Business Days’ notice to the Special Servicer, the Master Servicer,
the Certificate Administrator, the Trustee and the Operating Advisor; such termination to be effective upon the appointment of
a successor special servicer meeting the requirements of this Section 7.01(d); provided that, with respect to a Servicing
Shift Whole Loan, the ten (10) Business Days’ notice set forth in this Section 7.01(d) shall not apply, and any applicable
notice period set forth in the related Co-Lender Agreement shall apply to the related Loan-Specific Directing Holder’s right
to terminate the Special Servicer’s rights and obligations under this Agreement without cause with respect to such Servicing
Shift Whole Loan pursuant to the terms of the related Co-Lender Agreement. Upon a termination of the Special Servicer, the Directing
Holder (other than with respect to any applicable Excluded Loan) shall appoint a successor special servicer; provided, however,
that


 



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(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
Principal Balance Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any
Appraisal Reduction Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05 hereof) of the
Principal Balance Certificates requesting a vote to replace the 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 Certificateholders 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 Principal Balance Certificates 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
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


 



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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 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 Holders of Principal


 



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Balance Certificates 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 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),
(ix) or (x) and the resulting operation of Section 7.01(b) and (c). The operation of this subsection (e)
shall not be construed to limit the effect of Section 7.01(a)(viii), (ix) or (x).


 



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(f)          
Notwithstanding the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced
Companion Loan, the related holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially,
by any Serviced Companion Loan Securities, and if the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination
Event on the part of the Master Servicer affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan
or the rating on any class of certificates backed, wholly or partially, by any Serviced Companion Loan Securities, then the Master
Servicer may not be terminated by or at the direction of the related holder of such Serviced Companion Loan or the holders of any
certificates backed, wholly or partially, by such Serviced Companion Loan, but upon the written direction of the related holder
of such Serviced Companion Loan, the Master Servicer shall be required to appoint a sub-servicer that will be responsible for servicing
the related Serviced Whole Loan.


 


(g)           Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any,
the Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and
continuance of a Control Termination Event, the Directing Holder shall be entitled to select an Excluded Special Servicer, as
successor to the resigning Special Servicer, for the related Excluded Special Servicer Loan in accordance with this
Agreement, unless such Excluded Special Servicer Loan is also an applicable Excluded Loan. After the occurrence and during
the continuance of a Control Termination Event or if at any time the applicable Excluded Special Servicer Loan is also an
applicable Excluded Loan, the resigning Special Servicer shall use reasonable efforts to select the related Excluded Special
Servicer. The Special Servicer shall not have any liability with respect to the actions or inactions of the applicable
Excluded Special Servicer or with respect to the identity of the applicable Excluded Special Servicer (as so long as, on the
date of the appointment, such appointment of such Excluded Special Servicer meets the criteria set forth hereunder). It shall
be a condition to any such appointment that (i) the Rating Agencies confirm that the appointment would not result in a
qualification, downgrade or withdrawal of any of their then-current ratings of the Certificates and the equivalent from each
NRSRO hired to provide ratings with respect to any Serviced Companion Loan Securities, (ii) the related Excluded Special
Servicer is a Qualified Replacement Special Servicer and (iii) the related Excluded Special Servicer delivers to the
Depositor and the Certificate Administrator and any applicable Other Depositor or applicable Other Certificate Administrator,
the information, if any, required under Item 6.02 of Form 8-K pursuant to the Exchange Act regarding itself in its
role as Excluded Special Servicer.


 


If at any time the 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


 



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to resign
if the Directing Holder determines that such Excluded Special Servicer may continue to serve as special servicer for the applicable
Excluded Special Servicer Loan.


 


The applicable Excluded
Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and
shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such
time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the Special
Servicer shall remain entitled to all other special servicing compensation with respect all Mortgage Loans and Serviced Whole Loans
that are not Excluded Special Servicer Loans during such time).


 


If a Servicing Officer
of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as the case may be, has actual knowledge
that a Mortgage Loan is no longer an applicable Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer
Loan, as applicable, the Master Servicer, the related Excluded Special Servicer or the Special Servicer, as the case may be, shall
provide prompt written notice thereof to each of the other parties to this Agreement.


 


Section 7.02       
Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer as the
case may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives a notice of
termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed within
the time period specified in Section 7.01(c), the Trustee shall be the successor to such party, until such successor to
the Master Servicer or the Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by the Directing
Holder as provided in Section 7.01(d), as applicable, in all respects in its capacity as Master Servicer or the Special
Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein and shall be subject to, and
have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04) benefits, responsibilities, duties,
liabilities and limitations on liability relating thereto and that arise thereafter placed on or for the benefit of the Master
Servicer or the Special Servicer, as applicable, by the terms and provisions hereof; provided, however, that any
failure to perform such duties or responsibilities caused by the terminated party’s failure under Section 7.01 to
provide information or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment
of a successor master servicer shall not affect any liability of the predecessor Master Servicer which may have arisen prior to
its termination as Master Servicer, and the appointment of a successor special servicer shall not affect any liability of the predecessor
Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to
the Master Servicer or the Special Servicer, as the case may be, shall not be liable for any of the representations and warranties
of the Master Servicer or the Special Servicer respectively, herein or in any related document or agreement, for any acts or omissions
of the predecessor Master Servicer or the Special Servicer or for any losses incurred by the predecessor Master Servicer pursuant
to Section 3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage Loan hereunder solely as a result
of its obligations as successor master servicer or special servicer, as the case may be. Subject to Section 3.11, as compensation
therefor, the Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage
Loans or the Companion Loans which the Master Servicer would have been entitled to if the Master Servicer had continued to act
hereunder,


 



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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, 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 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


 



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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.


 


Section 7.04       
Waiver of Servicer Termination Events. A Servicer Termination Event may be waived by Certificateholders 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 (xii)
of Section 7.01(a) related to Exchange Act reporting may be waived only with the consent of the Depositor and any Serviced
Companion Noteholder affected by such Servicer Termination Event. Upon any such waiver of a Servicer Termination Event, such Servicer
Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver
of a Servicer Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover
all costs and expenses incurred by it in connection with enforcement action taken with respect to such Servicer Termination Event
prior to such waiver from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair
any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement,
for


 



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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.


 


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


 



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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 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 Certificateholders 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.


 



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Section 8.02       
Certain Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section
8.01:


 


(i)          
The Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon
any resolution, Officer’s Certificate, direction of the Depositor, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by
it to be genuine and to have been signed or presented by the proper party or parties;


 


(ii)         
The Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance therewith;


 


(iii)          Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in
it by this Agreement, the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request, order or direction of any of the
Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the
Trustee or the Certificate Administrator, as applicable, reasonable security or indemnity satisfactory to it, against the
costs, expenses and liabilities which may be incurred therein or thereby; neither the Trustee nor the Certificate
Administrator shall be required to expend or risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or reasonable indemnity satisfactory to it against such risk or liability is not
reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence
of a Servicer Termination Event which has not been cured, to exercise such of the rights and powers vested in it by this
Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs;


 


(iv)        
Neither the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted
by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this
Agreement;


 


(v)          
Prior to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events
which may have occurred, neither the 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 Certificateholders entitled to more than 50%
of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate
Administrator of the costs, expenses or liabilities likely to be


 



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incurred by it in the making of such investigation is, in the
opinion of the Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate
Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively,
may require reasonable indemnity satisfactory to it from such requesting Holders against such expense or liability as a condition
to taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)        
The Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys
shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further,
that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person
that is a Prohibited Party;


 


(vii)         For
all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be deemed to have notice of
any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure or breach of any
Person upon the occurrence of which the Trustee or the Certificate Administrator may be required to act unless a Responsible
Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written notice
of any event, act, failure or breach that is in fact such a default is received by the Trustee or the Certificate
Administrator at the respective Corporate Trust Office, and such notice references the Certificates or this Agreement;


 


(viii)       Neither the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer
or the Special Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer, as the case may be, in which
case the Trustee shall only be responsible for its own actions as Master Servicer or the Special Servicer), the Operating Advisor,
the Asset Representations Reviewer or of the Depositor;


 


(ix)          Neither the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust
Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s,
as applicable, negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)          
In no event shall the Certificate Administrator or Trustee be liable for any failure or delay in the performance of its
obligations hereunder because of circumstances beyond the Certificate Administrator’s or Trustee’s control, including,
but not limited to force majeure or acts of God;


 


(xi)          Except as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National Association acting in any particular
capacity hereunder will not be deemed to be imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in a capacity
that is unrelated to the transactions contemplated by this Agreement,


 



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or (b) Wells Fargo Bank, National Association, acting in
any other capacity hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations
performed in such capacities are performed by one or more employees within the same group or division of Wells Fargo Bank, National
Association, or where the groups or divisions responsible for performing the obligations in such capacities have one or more of
the same Responsible Officers; provided, however, the knowledge of employees performing special servicing functions
shall not be imputed to employees performing master servicing functions, and the knowledge of employees performing master servicing
functions shall not be imputed to employees performing special servicing functions;


 


(xii)         Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law; and


 


(xiii)        Nothing herein shall be construed as an obligation of the parties to this Agreement to advise the Certificateholders with
respect to their rights and protections relative to the Trust.


  


Each of the Trustee and
the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded to
it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including, without
limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section 8.03       
Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The
recitals contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator
in Sections  2.02 and 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent
set forth on any outstanding Certificate, shall be taken as the statements of the Depositor, the Master Servicer or the Special
Servicer, as the case may be, and the Trustee or the Certificate Administrator assume no responsibility for their correctness.
Neither the Trustee nor the Certificate Administrator makes any representations as to the validity or sufficiency of this Agreement
or of any Certificate (other than as to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon)
or of 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 Sponsors 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


 



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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 compensation for the exercise and performance of its powers and duties hereunder, except
for the reimbursement of expenses specifically provided for herein. No Trustee Fee or Certificate Administrator/Trustee Fee
shall be payable with respect to any Companion Loan.


 


(b)          
The Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity)
and any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or
the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in
settlement, and expenses incurred in becoming successor master servicer or successor special servicer, to the extent not otherwise
paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or the Certificate Administrator,
respectively, relating to the exercise and performance of any of the powers and duties of the Trustee or the Certificate Administrator,
respectively, hereunder; provided, however, that none of the Trustee or the Certificate Administrator, nor any of
the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable
overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Certificate Administrator,
respectively, in the normal course of the Trustee or the Certificate Administrator, respectively, performing its duties in accordance
with any of the provisions hereof, which are not


 



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“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 Sellers 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 Sellers or its Affiliates that arise out of or are based upon
(i) a breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in
which the Certificate Administrator is required to provide information to a Privileged Person that is an NRSRO, of its
obligations under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate
Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator
is required to provide information to a Privileged Person that is an NRSRO, in the performance of such obligations or its
negligent disregard of its obligations and duties under this Agreement.


 


Section 8.06       
Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator
hereunder shall at all times be, and shall resign if it fails to be, (i) a corporation, national bank, national banking association
or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under
such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital
and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of
the Trustee, shall not be an Affiliate of the Master Servicer or 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 “A-” by S&P 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 “A-” by S&P and “A-” by Fitch, (b) its short-term debt obligations
have a short-term rating of not less than “A-2” from S&P 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
“A” by S&P 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.


 



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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 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


 



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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
Certificateholders 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, Custodian or Certificate Administrator and appointment of a successor trustee
or certificate administrator pursuant to any of the provisions of this Section 8.07 shall not become effective until (i)
acceptance of appointment by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the
Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K
filings have been completed with respect to any related Companion Loan. Except as provided in Section 8.07(a) to the contrary,
the Trustee, Custodian or Certificate Administrator shall be required to bear all reasonable out-of-pocket costs and expenses of
each other party to this Agreement, the Trust and each Rating Agency in connection with any removal for cause or resignation of
such Trustee, Custodian or Certificate Administrator.


 


If the same party is
acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as
Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee
or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate 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.


 



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(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 Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates,
Series 2019-GC38 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 Trust 2019-GC38, Commercial Mortgage Pass-Through
Certificates, Series 2019-GC38 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 related Mortgage Loan
Seller in order to comply with the foregoing, then the Master Servicer shall use reasonable efforts to cause the related
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 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


 



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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 Administrator’s Website in accordance with Section 3.13(b) and shall provide notice of such
event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post such notice
to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section 8.10       
Appointment of Co-Trustee or Separate Trustee.

(a)  Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Trust Fund or property securing the same may at the time be located, the Master Servicer
and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees,
of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust, or any
part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts
as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such
appointment within fifteen (15) days after the receipt by it of a request to do so, or in case a Servicer Termination Event shall
have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee
hereunder shall be


 



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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 co-trustee(s) or separate trustee(s) shall be required under Section
8.08 hereof. All co-trustee fees shall be payable out of the Trust Fund.


 


(b)          
In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers,
duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the
Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised
and performed by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)          
Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate
trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee
shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 


(d)          
Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power
and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and
in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.


 


(e)          
The appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its
duties and responsibilities hereunder.


 


Section 8.11       
Appointment of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion
of the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall
have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it
holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the
Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator.
Upon termination or resignation of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing
requirements. The appointment of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator
from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for


 



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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;


 


(iv)          
This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)          
The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations
under this Agreement;


 


(vi)          
No litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit
the Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially
and adversely affect the ability of the Trustee to perform its obligations under this Agreement;


 



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(vii)          
No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions
contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot
be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained
would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder; and


 


(viii)          
To its actual knowledge, the Trustee is not Risk Retention Affiliated with the Third Party Purchaser.


 


Section 8.13        Provision
of Information to Certificate Administrator, Master Servicer and Special Servicer. The Master Servicer shall promptly,
upon request, provide the Special Servicer and the Certificate Administrator with notice of any change in the identity and/or
contact information of any Serviced Companion Noteholder (to the extent it receives written notice of such change). The
Certificate Administrator, Master Servicer and the Special Servicer may each conclusively rely on the information provided to
them regarding identity and/or contact information regarding any Serviced Companion Noteholder, and the Certificate
Administrator, Master Servicer and the Special Servicer, as applicable, shall have no liability for notices not sent to the
correct Serviced Companion Noteholders or any obligation to determine the identity and/or contact information of the Serviced
Companion Noteholders to the extent updated or correct information regarding the holders of any of the Serviced Companion
Noteholders or the most recent identity and/or contact information regarding any of the Serviced 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


 



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the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)          
This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance
with the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting
the enforcement of creditors’ rights generally and the rights of creditors of national banking associations specifically
and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at
law;


 


(v)           The
Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or
arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which
violation, in the Certificate Administrator’s good faith and reasonable judgment, is likely to affect materially and
adversely either the ability of the Certificate Administrator to perform its obligations under this Agreement or the
financial condition of the Certificate Administrator;


 


(vi)          
No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate
Administrator which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely 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


 



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Administrator, the Special Servicer or the Master Servicer, as applicable.
Accordingly, each of the parties to this Agreement agrees to provide to the Trustee, the Certificate Administrator, the Special
Servicer and the Master Servicer, upon its respective reasonable request from time to time such identifying information and documentation
as may be available for such party in order to enable the Trustee, the Certificate Administrator, the Special Servicer and the
Master Servicer to comply with Applicable Laws.


 


Article
IX



TERMINATION


 


Section 9.01        Termination
upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02, the
Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other than
the obligations of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set
forth), the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts
held by the Certificate Administrator and required hereunder to be so paid on the Distribution Date following the earlier to
occur of (i) the final payment (or related Advance) or other liquidation of the last Mortgage Loan and REO Property (as
applicable) subject hereto, (ii) the purchase or other liquidation by the Holders of the majority of the Controlling
Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates representing greater than 50% of
the Percentage Interest of such Class, in that order of priority, of all the Mortgage Loans and the Trust’s portion of
each REO Property, remaining in the Trust Fund at a price equal to (a) the sum of (1) the aggregate Purchase Price of all the
Mortgage Loans (exclusive of REO Loans) included in the Trust Fund, (2) the Appraised Value of the Trust’s portion
of each REO Property, if any, included in the Trust Fund (such Appraisals in clause (a)(2) to be conducted by an
Independent MAI-designated appraiser selected by the Master Servicer, and approved by more than 50% of the Voting Rights then
outstanding (other than the Controlling Class unless the Controlling Class is the only Class of Certificates then
outstanding)) (which approval shall be deemed given unless more than 50% of such Certificateholders object within twenty (20)
days of receipt of notice thereof), (3) the reasonable out-of-pocket expenses of the Master Servicer with respect to
such termination, unless the Master Servicer is the purchaser of such Mortgage Loans and (4) if a Mortgaged Property secures
a Non-Serviced Mortgage Loan and is an “REO property” under the terms of the related Non-Serviced Pooling
Agreement, the pro rata portion of the fair market value of the related Mortgaged Property, as determined by the
related Non-Serviced Master Servicer in accordance with clauses (2) and (3) above, minus (b) solely
in the case where the Master Servicer is exercising such purchase right, the aggregate amount of unreimbursed Advances,
together with any interest accrued and payable to the Master Servicer in respect of such Advances in accordance
with Sections  3.03(d) and 4.03(d) and any unpaid Servicing Fees, remaining outstanding and payable solely
to the Master Servicer (which items shall be deemed to have been paid or reimbursed to the Master Servicer in connection with
such purchase) or (iii) so long as the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class A-S, Class B, Class C and Class D Certificates are no longer outstanding and the Notional Amounts
of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero, the


 



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voluntary exchange by
the Sole Owner of all the outstanding Certificates (other than Class S and 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
and Class D Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates
have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then outstanding Certificates (other than the Class S and Class R Certificates)), the Sole Owner shall have the right, to exchange
all of its Certificates (other than the Class S and Class R Certificates) for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund provided, the Master Servicer is paid a fee equal to (i) the product of (x) the prime rate,
(y) the aggregate Certificate Balance of the then outstanding certificates (other than the Class X Certificates, Class S
Certificates and Class R certificates) as of the date of the exchange and (z) three, divided by (ii) 360, as contemplated by clause (iii)
of the first paragraph of this Section 9.01 by giving written notice to all the parties hereto no later than sixty
(60) days prior to the anticipated date of exchange. In the event that the Sole Owner elects to exchange all of its Certificates
(other than the Class S and Class R Certificates) for all of the Mortgage Loans 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 hereunder through the date of the liquidation of the Trust that may be withdrawn from the Collection Account, or
an escrow account acceptable to the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from
the Distribution Account pursuant to Section 3.05(a), but only to the extent that such amounts are not already on deposit
in the Collection Account. In addition, the Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier
REMIC Distribution Account and Excess Interest Distribution Account on the Master Servicer Remittance Date related to such Distribution
Date in which the final distribution on the Certificates is to occur from the Collection Account pursuant to the first paragraph
of Section 3.04(b) (provided, however, that if a Serviced Whole Loan is secured by REO Property, the portion
of the above-described purchase price allocable to such Trust’s portion of REO Property shall initially be deposited into
the related REO Account). Upon confirmation that such final deposits have been made and following the surrender of all its Certificates
(other than the Class R and Class S Certificates) on the applicable Distribution Date, the Custodian shall, upon receipt of a
Request for Release from the Master Servicer, release or cause to be released to the Sole Owner or any designee thereof, the Mortgage
Files for the remaining Mortgage Loans and 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


 



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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 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.


 



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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.


 


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) to Holders of the Class S Certificates so presented, any
amounts remaining on deposit in the Excess Interest Distribution Account, (iii) any remaining amounts of Yield Maintenance Charges
distributable to the Class X-B Certificates pursuant to Section 4.01(f), and (iv) any remaining amount shall be
distributed to the Class R Certificates in respect of the Class 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


 



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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 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.


 


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 (exclusive of Excess Interest) shall be designated as
the “regular interests” and the Class UR Interest shall be designated as the sole class of “residual interests”
in the Upper-Tier REMIC. For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular
Interests shall be designated as a class of “regular interests” and the Class LR Interest shall be designated
as the sole class of “residual interests” in the Lower-Tier REMIC. 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.


 



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(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 Certificate
Administrator shall be the “partnership representative” (within the meaning of Section 6223 of the Code) of each Trust
REMIC.


 


(d)           The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns
that it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and
the Trustee shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be
borne by the Certificate Administrator without any right of reimbursement therefor.


 


(e)          
The Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate
such information as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person
who is a Disqualified Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders
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


 



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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 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(a) and 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


 



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any taxes imposed on any Trust REMIC except to the extent such taxes arise as a consequence of a breach of
their respective obligations under this Agreement which breach constitutes willful misconduct, bad faith, or negligence by
such party.


 


(h)          
The Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records
with respect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)           
Following the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets
to any Trust REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense
of the party seeking to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause
an Adverse REMIC Event to occur.


 


(j)           
Neither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC
will receive a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets
other than Qualified Mortgages or “permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(k)          
Solely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date”
by which the Certificate Balance or Notional Amount of each Class of Regular Certificates 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


 



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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 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.


 



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(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 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 Trust 2019-GC38, Commercial
Mortgage Pass-Through Certificates, Series 2019-GC38, 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


 



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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 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 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 any Mortgage Loan Seller a written description (in
form and substance satisfactory to the Depositor or such 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


 



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Participant, such Servicer shall (i) with
respect to any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts
to cause, and (ii) with respect to any other subcontractor with which it has entered into a servicing relationship, cause
such Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee to comply with the provisions of Section
11.10 and Section 11.11 of this Agreement to the same extent as if such Subcontractor were such Servicer. With respect
to any Servicing Function Participant engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible
for using commercially reasonable efforts to obtain, and with respect to each other Servicing Function Participant engaged by such
Servicer, such Servicer shall obtain from each such Servicing Function Participant and deliver to the applicable Persons any assessment
of compliance report and related accountant’s attestation required to be delivered by such Subcontractor under Section
11.10 and Section 11.11, in each case, as and when required to be delivered. For the avoidance of doubt, the Custodian
shall not be permitted to utilize any Subcontractor to perform any of its obligations hereunder.


 


(c)           
Notwithstanding the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with
the performance of any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor
is a “servicer” within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets
the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding
sentence, that such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and meets
the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a Sub-Servicer
for purposes of this Agreement, the engagement of such Sub-Servicer shall not be effective unless and until notice is given to
the Depositor and the Certificate Administrator of any such Sub-Servicer and Sub-Servicing Agreement. Other than with respect to
the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective until fifteen (15) days after such written notice is received
by the Depositor and the Certificate Administrator (or such shorter period as is agreed to by the Depositor). Such notice shall
contain all information reasonably necessary to enable the Certificate Administrator to accurately and timely report the event
under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed
under the Exchange Act).


 


(d)           
In connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may
be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written
notice to the Depositor, the Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice
to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar
days prior to the effective date of such succession or appointment (or if such prior notice is violative of applicable law or any
applicable confidentiality agreement, no later than one (1) Business Day after such effective date of 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).


 



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(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 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,


 



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Form 10-D, Form ABS-EE or Form 10-K is contingent upon the parties observing all applicable deadlines
in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08,
11.09, 11.10, 11.11 and 11.15(g) of this Agreement. The Certificate Administrator shall have no liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or
timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K,
where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information
from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments
to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


Section 11.04    Form 10-D
and Form ABS-EE Filings. (a)  Within fifteen (15) days after each Distribution Date (subject to permitted
extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust
any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate
Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any
disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D
(“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the
parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor,
and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any
Additional Form 10-D Disclosure, absent such reporting, direction and approval.


 


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar
days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto
shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant,
with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may
be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable; provided,
that information relating to any REO Account to be reported under “Item 8: Other Information” on Exhibit BB
shall be reported by the 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


 



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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 Sellers, 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 Loan
Sellers, in accordance with Section 6(b) of the applicable 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)


 



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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.


 


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,


 



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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 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


 



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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 2020, the Certificate Administrator shall prepare
and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such
Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate
Administrator within the applicable time frames set forth in this Agreement:


 


(i)          
an annual compliance statement for the Master Servicer, the Special 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,


 



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disclosure that such report is not included and an explanation why
such report is not included; and


 


(iv)          a
certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a
result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as
described below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any disclosure or information in
addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K
Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC
to the Depositor and the Certificate Administrator and approved by the Depositor and the Certificate Administrator will have
no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, absent such
reporting, direction and approval. Information delivered to the Certificate Administrator hereunder should be delivered by
e-mail to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.


 


As set forth on Exhibit CC
hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing
in 2020, (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;


 



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provided, further, that in connection with the delivery of any notice contemplated by this sentence,
the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months)
from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period.
The Certificate Administrator shall be entitled to rely on such notifications in preparing, executing and/or filing any such report.


 


(b)         After
preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the
Depositor for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days
after receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or approval of such Form 10-K and the senior officer in charge
of securitization for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed
Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator at such
time. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the
Certificate Administrator shall follow the procedures set forth in Section 11.03(b). Promptly after filing with the
Commission, the Certificate Administrator will make available on its Internet website a final executed copy of each
Form 10-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at GS Mortgage
Securities Corporation II, 200 West Street, New York, New York 10282, Attention: Leah Nivison, e-mail: leah.nivison@gs.com,
with copies to: Joe Osborne, e-mail: joe.osborne@gs.com. The parties to this Agreement acknowledge that the performance by
the Certificate Administrator of its duties under this Section 11.05 related to the timely preparation and filing of
Form 10-K is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing Function
Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines in the performance of
their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator shall have any liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution
and/or timely file such Form 10-K, where such failure results from the Certificate Administrator’s failure to
receive, on a timely basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing Function
Participant engaged by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not resulting
from its own negligence, bad faith or willful misconduct.


 


(c)         Upon written request from any Mortgage Loan Seller, the Master Servicer or the Special Servicer, the Certificate Administrator
shall confirm to such 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 such 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


 



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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 2020, a certification in the form
attached hereto as Exhibits Z-1, Z-2, Z-3, Z-4, Z-5, Z-6 or Z-7 (each,
a “Performance Certification”), as applicable, on which the Certifying Person, the entity for which the
Certifying Person acts as an officer (if the Certifying Person is an individual), and such entity’s officers, directors
and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. In
addition, in the event that any Companion Loan (other than a Non-Serviced Companion Loan) is deposited into a commercial
mortgage securitization (an “Other Securitization”) and the Reporting Servicer is provided with timely and
complete contact information for the parties to the other securitizations, each Reporting Servicer, upon not less than thirty
(30) days prior written request, shall provide to the Person who signs the Sarbanes-Oxley Certification with respect to such
Other Securitization a certification in form and substance similar to applicable Performance Certification (which shall
address the matters contained in the applicable Performance Certification, but solely with respect to the related Companion
Loan) on which Person, the entity for which the Person acts as an officer (if the Person is an individual), and such
entity’s officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Companion Loan, the
Certificate Administrator will use its reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable
Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to a
Performance Certification. The senior officer in charge of securitization for the Depositor shall serve as the Certifying
Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance certificate (which
may be included as part of such other certifications being delivered by such Reporting Servicer) to enable the Certification
Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if applicable,
(ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.10 and
(iii) accountant’s report provided pursuant to Section 11.11, and shall include a certification that each
such annual compliance statement or report discloses any deficiencies or defaults described to the registered public
accountants of such Reporting Servicer to enable such accountants to render the certificates provided for in Section
11.11. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any
applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide
a certification to the Certifying Person pursuant to this Section 11.06 with respect to the period of time it was
subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be. Each such
Performance Certification shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the
Depositor, the Certificate Administrator and such providing parties. Notwithstanding the foregoing, nothing in this Section
11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any
information provided to such Reporting Servicer


 



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by third parties (including a Significant Obligor, but other than an
Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify information other than
to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities
hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all
fields of information called for in written reports prepared by such Reporting Servicer have been completed except as they
have been left blank on their face.


 


Notwithstanding anything
to the contrary contained in this Section 11.06, with respect to each year in which the Trust is not subject to the reporting
requirements of the Exchange Act, none of the parties required to deliver any certification under this Section 11.06 shall
be obligated to do so.


 


Section 11.07   Form 8-K
Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such
event, a “Reportable Event”), and if requested by the Depositor and to the extent it receives
the Form 8-K Disclosure Information described below, the Certificate Administrator shall prepare and file on behalf of
the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial
Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable
Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure
Information”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit DD
to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have
no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any
Form 8-K, absent such reporting, direction and approval.


 


As set forth on Exhibit DD
hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business, New York
City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit DD
hereto shall be required to provide to the Depositor and the Certificate Administrator, to the extent a Regulation AB Servicing
Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format agreed
upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K Disclosure Information, if applicable,
(ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K Disclosure Information, an
Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve,
as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K.
Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by
the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit or procure from such parties
any 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.


 



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After preparing
the Form 8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor
for review no later than noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event
earlier than 24 hours after having received the Form 8-K Disclosure Information pursuant to the immediately preceding
paragraph. Promptly, but no later than the close of business on the 3rd Business Day after the Reportable Event, the
Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or
approval of such Form 8-K. No later than noon, New York City time, on the 4th Business Day after the Reportable Event, a
duly authorized officer of the Depositor shall sign the Form 8-K and return an electronic or fax copy of such signed
Form 8-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. If a
Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Certificate
Administrator will follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the
Certificate Administrator will, make available on its Internet website a final executed copy of each Form 8-K filed by
the Certificate Administrator. The signing party at the Depositor can be contacted at GS Mortgage Securities Corporation II,
200 West Street, New York, New York 10282, Attention: Leah Nivison, e-mail: leah.nivison@gs.com, with copies to: Joe Osborne,
e-mail: joe.osborne@gs.com. The parties to this Agreement acknowledge that the performance by the Certificate Administrator
of its duties under this Section 11.07 related to the timely preparation and filing of Form 8-K is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Section
11.07. Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such
Form 8-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a
timely basis, any information from the parties to this Agreement needed to prepare, arrange for execution or file such
Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


 


The Master Servicer,
the Special 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


 



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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 Sellers 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 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 2020, 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


 



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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 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 2020, 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


 



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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 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.


 



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(c)           
No later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special
Servicer shall notify the Certificate Administrator, the Depositor and each 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 each 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) shall 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,
shall also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.


  


In the event the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated
or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing 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,
Operating Advisor Consultation 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 2020, 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


 



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Servicer, the Trustee, the
Certificate Administrator, the Custodian, the Operating Advisor or the applicable Servicing Function Participant, as the case
may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee
(who will promptly post such report on the Certificate Administrator’s Website pursuant to Section 3.13(b)), the
Certificate Administrator, the Depositor, the 17g-5 Information Provider and, prior to the occurrence of a Consultation
Termination Event, the Directing Holder, and, promptly, but not earlier than the second Business Day following the delivery
of such report to the 17g-5 Information Provider, to the Rating Agencies, to the effect that (i) it has obtained a
representation regarding certain matters from the management of such Reporting Servicer, which includes an assertion that
such Reporting Servicer has complied with the Relevant Servicing Criteria applicable to it and (ii) on the basis of an
examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB,
it is issuing an opinion as to whether such Reporting Servicer’s assessment of compliance with the Relevant Servicing
Criteria applicable to it was fairly stated in all material respects. In the event that an overall opinion cannot be
expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion.
Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of
Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not
contain restricted use language. With respect to any Non-Serviced 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.


 



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Section 11.12   
Indemnification. Each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Custodian, the Asset Representations Reviewer and the Operating Advisor shall indemnify and hold harmless each Certification Party
and each Other Depositor (and such Other Depositor’s officers, directors and Affiliates) from and against any claims, losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred
by such Certification Party or Other Depositor (or such Other Depositor’s officers, directors and Affiliates), as applicable,
arising out of (i) an actual breach by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the
Custodian, the Asset Representations Reviewer or the Certificate Administrator, as the case may be, of its obligations under this
Article XI, (ii) negligence, bad faith or willful misconduct on the part of the Master Servicer, the Special Servicer,
the Trustee, the Operating Advisor, the Custodian, the Asset Representations Reviewer or the Certificate Administrator in the performance
of such obligations, or (iii) delivery of any Deficient Exchange Act Deliverable.


 


The Master
Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial
Sub-Servicer engaged by the Master Servicer, the Trustee or Certificate Administrator that is a Servicing Function
Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to
each other Additional Servicer and each Servicing Function Participant with which, in each case, it 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


 



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applicable (“Affected
Reporting Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party
or any registered public accounting firm, attorney or other agent retained by such Affected Reporting Party to prepare such
information, which information is contained in a report filed by the Depositor under the Reporting Requirements and which
comments are received subsequent to the Depositor’s filing of such report, the Depositor shall promptly provide to such
Affected Reporting Party any such comments which relate to such Affected Reporting Party. Such Affected Reporting Party shall
be responsible for timely preparing a written response to the Commission or its staff for inclusion in the Depositor’s
response to the Commission or its staff, unless such Affected Reporting Party elects, with the consent of the Depositor
(which consent shall not be unreasonably denied, withheld or delayed), to directly communicate with the Commission or its
staff and negotiate a response and/or resolution with the Commission or its staff; provided, however, if an
Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained by the Master Servicer, the
Master Servicer shall receive copies of all material communications pursuant to this Section 11.12. If such election
is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or
resolution with the Commission or its staff in a timely manner; provided, that (i) such Affected Reporting Party shall
use reasonable efforts to keep the Depositor informed of its progress with the Commission or its staff and copy the Depositor
on all correspondence with the Commission or its staff and provide the Depositor with the opportunity to participate (at the
Depositor’s expense) in any telephone conferences and meetings with the Commission or its staff and (ii) the Depositor
shall cooperate with any Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives
to respond to and negotiate directly with the Commission or its staff with respect to any comments from the Commission or its
staff relating to such Affected Reporting Party and to notify the Commission or its staff of such authorization. The
Depositor and the Affected Reporting Party shall cooperate and coordinate with one another with respect to any requests made
to the Commission or its staff for extension of time for submitting a response or compliance. All respective reasonable
out-of-pocket costs and expenses incurred by the Depositor (including reasonable legal fees and expenses of outside counsel
to the Depositor) in connection with the foregoing (other than those costs and expenses required to be at the
Depositor’s expense as set forth above) and any amendments to any reports filed with the Commission or its staff
related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from
the Depositor. Each of the Master Servicer, the Special 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


 



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the other in connection with a breach of the Performing Party’s obligations pursuant
to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach of its obligations under the
applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual servicing
criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or willful misconduct
in connection therewith. The Master Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with
respect to any Initial Sub-Servicer engaged by the Master Servicer, the Trustee or Certificate Administrator that is a Servicing
Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect
to each other Additional Servicer or Servicing Function Participant, in each case, with which it has entered into a servicing relationship
with respect to the Mortgage Loans cause such party, in each case, to agree to the foregoing indemnification and contribution obligations.
This Section 11.12 shall survive the termination of this Agreement or the earlier resignation or removal of the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator.


 


In connection with Deficient
Exchange Act Deliverables, each of the Master Servicer, the Special Servicer, the Custodian and the Trustee and each Affected Reporting
Party shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under
the applicable Sub-Servicing Agreement), with each Other Depositor (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


 



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(provided that
such rating agency confirmation may be considered 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
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 such
Mortgage Loan Seller pursuant to the related Co-Lender Agreement), reasonably cooperate with the related 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 related Mortgage Loan Seller (or such permitted transferee) information
about itself that such 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 related
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 Sellers (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


 



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thereof is paid by the related
Mortgage Loan Seller) with respect to such information that are substantially similar to those delivered with respect to the
offering material for this securitization by the Master Servicer, the Special Servicer, Trustee or Certificate Administrator,
as the case may be, or their respective counsel, in connection with the information concerning such party in the offering
material related to a Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent that the
information provided by the Trustee, the Certificate Administrator the Master Servicer or the Special Servicer, as
applicable, for inclusion in the offering materials related to such Regulation AB Companion Loan Securitization is
substantially and materially similar to the information provided by such party with respect to the offering materials related
to this transaction, subject to any required changes due to any amendments to Regulation AB or any changes in the
interpretation of Regulation AB, such party shall be deemed to be in compliance with this Section 11.15(a). Any
indemnification agreement executed by the Trustee, the Certificate Administrator the Master Servicer or the Special Servicer
in connection with the Regulation AB Companion Loan Securitization shall be substantially similar to the related
indemnification agreement executed in connection with this Agreement. It shall be a condition precedent to any
party’s obligations otherwise set forth above and/or elsewhere in Article XI that the applicable Mortgage Loan
Seller (or permitted transferee or other party designated by such Mortgage Loan Seller, including the Other Depositor) shall
have (a) provided reasonable advance notice (and, in any event, not less than ten (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


 



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respect of establishing the time periods for preparation of the Form 10-D and Form ABS-EE
reports in the documentation for such Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent
the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material
respects with the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other
than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this
Section 11.15(b) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be
in compliance with the provisions of this Section 11.15(b).


 


(c)           Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with
respect to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate
administrator (which request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization
instead of each time a filing is required), provide the trustee or certificate administrator, as applicable, under a
Regulation AB Companion Loan Securitization (until January 30 of the first year in which the trustee or certificate
administrator, 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 2020, 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


 



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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 2020, during which a Regulation AB Companion Loan Securitization is
required to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan
Securitization is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with
respect to the related trust was filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the
Special Servicer shall, and the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause
any Servicing Function Participant appointed with respect to a Serviced Securitized Companion Loan to, to the extent required
pursuant to Item 1123 of Regulation AB, deliver, with respect to itself, to the trustee or certificate administrator under
such Regulation AB Companion Loan Securitization, upon request or notice from such trustee (which request or notice may be
given 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 related 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 such 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


 



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Regulation
AB. Such information, reports or certificates shall be provided to the Master Servicer or the Special Servicer, as applicable,
no later than two Business Days prior to the date on which the Master Servicer or the Special Servicer, as applicable, is required
to deliver its comparable information, reports, statements or certificates pursuant to this Section 11.15.


 


(g)           With
respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor has
notified the Master Servicer or the Special Servicer, as applicable, in writing is a “significant obligor”
(within the meaning of Item 1101(k) of Regulation AB) (together with notification of the Relevant Distribution Date) with
respect to an Other Securitization that includes such Serviced Companion Loan, to the extent that the Master Servicer or the
Special Servicer, as applicable, is in receipt of the updated financial statements of such “significant obligor”
for any calendar quarter (other than the fourth calendar quarter of any calendar year) from the Mortgagor, beginning with the
first calendar quarter following receipt of such notice from the Other Depositor, or the updated financial statements of such
“significant obligor” for any calendar year, beginning for the calendar year following such notice from the Other
Depositor, as applicable, the Master Servicer or the Special Servicer, as applicable, shall deliver to the Other Depositor,
on or prior to the day that occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing
Deadline or seven (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


 



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related Sub-Servicer
to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related
to any such “significant obligor” (identified to it as such by the Other Depositor in accordance with the second preceding
paragraph) to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date
in which a Form 10-D or Form 10-K, as applicable, is required to be filed by the Other Securitization, shall forward an Officer’s
Certificate evidencing its attempts to obtain this information to the certificate administrator and Other Depositor related to
such Other Securitization. This Officer’s Certificate should be addressed to the certificate administrator at its corporate
trust office, as specified in the related Other Pooling and Servicing Agreement.


 


Section 11.16   
Certain Matters Regarding Significant Obligors. For the avoidance of doubt, there is no “significant obligor”
(within the meaning of Item 1101(k) of Regulation AB) as of the Closing Date (“Significant Obligor”) related
to the Trust.


 





Notwithstanding anything
contained in this Section 11.16, in the event that the Certificate Administrator files a Form 15 Suspension Notification
pursuant to Section 11.08 of this Agreement and so long as the Trust is not subject to the reporting requirements of the
Exchange Act, the Master Servicer shall not be required to fulfill its obligations under this Section 11.16.


 


Section 11.17   
Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special 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 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


 



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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
Certificateholders 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 Sellers,
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 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.


 



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(b)          
(i)  Upon receipt of an Asset Review Notice, the Custodian (with respect to the following clauses (1) -
(5) for Non-Specially Serviced Mortgage Loans), the Master Servicer (with respect to the following clause (6) and (7)
for Non-Specially Serviced Mortgage Loans and the Special Servicer (with respect to Specially Serviced Mortgage Loans), in each
case to the extent in such party’s possession, shall promptly, but in no event later than ten (10) Business Days (except
with respect to the following clause (7)) after receipt of such notice from the Certificate Administrator, provide,
or make available, the following materials for each Delinquent Mortgage Loan (in electronic format) to the Asset Representations
Reviewer (collectively, with the Diligence Files, any notice of a breach of a representation or warranty relating to any Delinquent
Mortgage Loan received by the Asset Representations Reviewer from any other party to this Agreement, a copy of the Prospectus,
a copy of each related 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;


 


(6)       a
copy of any notice previously delivered by the Master Servicer or the Special Servicer, as applicable, of any alleged defect or
breach with respect to any Delinquent Mortgage Loan; and


 


(7)       any
other related documents that were entered into or delivered in connection with the origination of such Mortgage Loan that are necessary
in connection with the Asset Representations Reviewer’s completion of any Asset Review and that are that are reasonably requested
by the Asset Representations Reviewer in the time frame and as otherwise described below.


 


(ii)          
In addition, in the event that, as part of an Asset Review of any Delinquent Mortgage Loan, the Asset Representations Reviewer
determines that the Review Materials provided to it with respect to such Delinquent Mortgage Loan are missing any documents that
are required to be part of the Review Materials for such Mortgage Loan


 



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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 related Mortgage Loan Seller; provided that such Mortgage Loan Seller
shall be required under the related Mortgage Loan Purchase Agreement to, deliver such additional documents only to the extent
such documents are in the possession of such 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 applicable Mortgage Loan Seller, and shall do so only if such information
can be independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined
by the Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review (any such information,
“Unsolicited Information”) conducted pursuant to this Section 12.01 hereof.


 


(iv)         
Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence Files posted to
the Secure Data Room with respect to a Delinquent Mortgage Loan, the Asset Representations Reviewer, as an independent contractor,
shall commence a review of the compliance of each Delinquent Mortgage Loan with the representations and warranties related to that
Delinquent Mortgage Loan (such review, the “Asset Review”). The Asset Representations Reviewer shall perform
an Asset Review with respect to each representation and warranty made by the related 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-A and Exhibit
PP-


 



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B (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-A or Exhibit
PP-B 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 related 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 related 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
related Mortgage Loan Seller shall have ninety (90) days from receipt of the Preliminary Asset Review Report (the “Cure/Contest
Period”) to remedy or otherwise refute the failure. Any information and documents provided or explanations given to support
the related Mortgage Loan Seller’s claim that the representation and warranty has not failed a Test or


 



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that any missing documents
in the Review Materials are not required to complete a Test shall be promptly delivered by such 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
related 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 applicable 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 applicable 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 related 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 related 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 any 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 shall be responsible for the reasonable costs and expenses of each other
party hereto and the Rating Agencies in connection with such transfer. Upon acceptance of such assignment and delegation, the
purchaser or transferee will be required to provide notice to each party to this Agreement and then will be the successor
Asset Representations Reviewer hereunder.


 


(f)           
If any Serviced Companion Loan becomes the subject of a review of representations and warranties “asset review”
(as such term or an analogous term is defined in the related Other Pooling and Servicing Agreement) conducted by an “asset
representations reviewer” (within the meaning of Item 1101(m) of Regulation AB, and such party, the “Other Asset
Representations Reviewer”) pursuant to each Other Pooling and Servicing Agreement, the Master Servicer, the Special Servicer,
the Trustee and the Custodian shall reasonably cooperate with each Other Asset Representations Reviewer in connection with such
asset review by providing such Other Asset Representations Reviewer with any documents reasonably requested by the related Other
Asset Representations Reviewer, but only to the extent such documents are in the possession of the Master Servicer, the Special
Servicer, the Trustee or the Custodian, as the case may be.


 


Section 12.02   
Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability. (a)  As compensation
for the performance of its routine duties, the Asset Representations Reviewer shall be paid a fee (the “Asset Representations
Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage Loans and shall be equal to the product
of a rate equal to 0.00025% per annum (the “Asset Representations Reviewer Fee Rate”) and the Stated
Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage Loan, but not any Companion Loan)
and shall be calculated in the same manner as interest is calculated on such Mortgage Loans.


 


(b)           
Upon the completion of any Asset Review with respect to a Delinquent Mortgage Loan and within 60 days of receipt by the
applicable Mortgage Loan Seller of a written request from the Asset Representations Reviewer, the Asset Representations Reviewer
shall be paid a fee of (i) $15,000 plus $1,000 per additional Mortgaged Property with respect to


 



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a Delinquent Mortgage Loan
subject to an Asset Review with a Cut-off Date Principal Balance less than $20,000,000, (ii) $20,000 plus $1,000 per
additional Mortgaged Property with respect to a Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date
Principal Balance greater than or equal to $20,000,000, but less than $40,000,000 or (iii) $25,000 plus $1,000 per additional
Mortgaged Property with respect to a Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Principal
Balance greater than or equal to $40,000,000 (the “Asset Representations Reviewer Asset Review Fee”),
which shall cover recurring and otherwise reasonably anticipated expenses of the Asset Representations Reviewer. The Asset
Representations Reviewer Asset Review Fee with respect to each Delinquent Mortgage Loan shall be paid by the applicable
Mortgage Loan Seller; provided, however, that if such 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 such 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 such 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 related Mortgage Loan Seller, and such portion of
the Purchase Price received shall be used to reimburse the Trust for such fees paid to the Asset Representations Reviewer pursuant
to Section 12.02(b).


 


(d)           
The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically
imposed by this Agreement.


 


Section 12.03   
Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may resign and be discharged
from its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency.
In addition, the Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer, and shall resign
if it fails to be an Eligible Asset Representations Reviewer by giving written notice to the other parties to this Agreement.
Upon such notice of resignation, the Depositor shall promptly appoint a successor Asset Representations Reviewer that is an Eligible
Asset Representations Reviewer. No resignation of the Asset Representations Reviewer will be effective until a successor Asset
Representations Reviewer that is an Eligible Asset Representations Reviewer has been appointed and accepted the appointment. If
no successor Asset Representations Reviewer shall have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Asset Representations Reviewer may petition any court of competent jurisdiction
for the appointment of a successor Asset Representations Reviewer that is an Eligible Asset Representations Reviewer. The Asset
Representations Reviewer will bear all costs and expenses of each other party hereto and each Rating Agency in connection with
its resignation and the transfer of its duties.


 



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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
Certificateholders having at least 25% of the Voting Rights;


 


(ii)          
any failure by the Asset Representations Reviewer to perform in accordance with the Asset Review Standard in any material
respect, which failure shall continue unremedied for a period of thirty (30) days after the date on which written notice of such
failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)         
any failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall
continue unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same
to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


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


 


(v)          
the Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation
committee in any insolvency,


 



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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
Certificateholders 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 each 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 Principal Balance Certificates 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 Principal Balance Certificates evidencing at least 75% of a Quorum (without regard to the application of any Appraisal Reduction
Amounts), the Trustee shall terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement
(other than any rights or obligations that accrued prior to the date of such termination and other than indemnification rights
arising out of events occurring prior to such termination) by notice in writing to the Asset Representations Reviewer and appoint
the proposed successor. As between the Asset Representations Reviewer, on the one hand, and the Holders of Principal Balance


 



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Certificates,
on the other, the Holders of Principal Balance Certificates 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 Principal Balance Certificates
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 Sellers, 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).


 



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Article
XIII



MISCELLANEOUS PROVISIONS


 


Section 13.01   
Amendment. (a)  This Agreement may be amended from time to time by the parties hereto, without the consent
of any of the Certificateholders or the Companion Holders:


 


(i)           
to correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 





 


(ii)          
to cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or
this Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or
to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         
to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that
any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the
Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) or any other provision hereof restricting transfer
of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person;


 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change;
provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Companion Loan not consenting to such revision or addition, as


 



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evidenced in writing by an Opinion of
Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the
Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion
Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(vii)         to
amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class
of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25); provided that such amendment or
supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable Excluded
Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25);


 


(ix)         
to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any
such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;


 



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(x)           
to modify, eliminate or add to any provisions of this Agreement to such extent as would be necessary to comply with the
requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); 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 any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such 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 any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage


 



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Loan Seller as a third party
beneficiary hereunder, without the consent of such 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
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment
to this Agreement may be made that changes any provisions specifically required to be included in this Agreement by any Non-Serviced
Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).


 


(d)           
Promptly after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the
same to the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post
a copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c),
as applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment
to each Certificateholder and each Serviced Companion Noteholder, the Depositor, the Master Servicer, the Special 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.


 



    -428-


     

    

 


(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


 



    -429-


     

    

 


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


 



    -430-


     

    

 


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 Sellers) or mailed by registered mail, postage


 



    -431-


     

    

 


prepaid (except for notices to the
Mortgage Loan Sellers, 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 2019-GC38 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 2019-GC38


 


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


 



    -432-


     

    

 


In the case of the Special Servicer:



Midland Loan Services, a Division of PNC Bank, National Association, 

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President - Division Head,

Fax number: 1-888-706-3565


 


with a copy to:



Stinson Leonard Street LLP


 





 


1201 Walnut Street 


Suite 2900 


Kansas City, Missouri 64106-2150 


Fax Number: (816) 412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com


 


In the case of the Controlling
Class Representative:



KKR Real Estate Credit Opportunity Partners Aggregator I L.P.

9 West 57th Street, Suite 4200,

New York, New York 10019

Fax number: (212) 750-0003


 


In the case of the Trustee:



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware, 19890

Attention: CMBS Trustee - GS 2019-GC38


 


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


 



    -433-


     

    

 


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 2019-GC38

Fax number: (410) 715-2380


 


with a copy to:



E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to 

trustadministrationgroup@wellsfargo.com, except as otherwise set forth 

herein


 





 


or in the case of surrender,
transfer or exchange for Certificates other than the HRR Certificates during the 

HRR Transfer Restriction Period, to:



Wells Fargo Bank, National Association

Certificate Registrar

600 South 4th Street, 7th Floor, MAC N300-070

Minneapolis, Minnesota 55479

Attn: Certificate Transfer Group - GSMS 2019-GC38


 


or in the case of a transfer
of the HRR Certificates during the HRR Transfer 

Restriction Period to:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS)

GS Mortgage Securities Trust 2019-GC38


 


with a copy to:



riskretentioncustody@wellsfargo.com


 


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 2019-GC38


 


with a copy to:



cmbscustody@wellsfargo.com


 



    -434-


     

    

 


In the case of the Mortgage Loan Sellers:


 


		(i)	Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

Email: leah.nivison@gs.com



 


with a copy to:



Joe Osborne

200 West Street

New York, New York 10282

E-mail: joe.osborne@gs.com


 





 


		(ii)	Citi Real Estate Funding Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

Fax Number: (646) 328-2943



 


with a copy to:



Citi Real Estate Funding Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Fax Number: (347) 394-0898


 


with a copy to:



Citi Real Estate Funding Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Fax Number: (646) 862-8988


 


with copies by electronic mail to:



Richard Simpson at Richard.simpson@citi.com, Ryan M. O’Connor at 

ryan.m.oconnor@citi.com and, in the case of each 15Ga-1
Notice, 

cmbs.notice@citi.com


 



    -435-


     

    

 


In the case of the Operating
Advisor and the Asset Representations Reviewer:



Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: GSMS 2019-GC38 Transaction Manager

With a copy sent via e-mail to: notices@pentalphasurveillance.com with 

GSMS 2019-GC38 in the subject line


 


with a copy to:



Bass, Berry & Sims PLC

150 Third Avenue South

Suite 2800

Nashville, Tennessee 37201

Attention: Jay H. Knight

E-mail: jknight@bassberry.com


  


In the case of any mezzanine
lender:



The address set forth in the related Co-Lender Agreement.


 


To each such Person, such other address
as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered
to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)     Any
party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address listed
below, promptly following the occurrence thereof. The Master Servicer or the Special Servicer, the Certificate Administrator,
and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the Rating Agencies
to the extent such party has or can obtain such information without unreasonable effort or expense; provided, however,
that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures set forth in
Section 3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose which Rating Agency
has requested such information. Notwithstanding the 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:


 



    -436-


     

    

 


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.

805 Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395


 


S&P Global Ratings 


55 Water Street, 41st Floor 


New York, New York 10041 


Attention: Commercial Mortgage
Surveillance Manager 


Email: cmbs_info_17g5@standardandpoors.com


  


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 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


 



    -437-


     

    

 


the Certificateholders. Each Mortgage Loan Seller (and its agents), each Companion Holder (and its respective
agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization and each Initial Purchaser is an intended
third-party beneficiary to this Agreement in respect of the respective rights afforded it hereunder. No other person, including,
without limitation, any Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim under this Agreement.


 


(b)          
Each Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded
it hereunder and each Other Master Servicer shall be entitled to enforce the rights of the Serviced Companion Noteholder under
this Agreement and the related Co-Lender Agreement. Each of the Other Servicers, the Other Certificate Administrators and the Other
Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions herein expressly relating to compensation,
reimbursement or indemnification of such Other Servicer, Other Certificate Administrator and Other Trustee, and any provisions
regarding reimbursement or advances or interest thereon to such Other Servicer, Other Certificate Administrator or Other Trustee.


 


(c)           
Each of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer and any Non-Serviced
Trust holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary to this Agreement in respect to its rights
as specifically provided for herein and under the applicable Non-Serviced Co-Lender Agreement.


 


(d)          
Subject to Section 2.03(i)(ii), and Section 2.03(j)(v), any Requesting Holder shall be an express third-party
beneficiary to this Agreement for purposes of exercising rights under Section 2.03(i) through Section 2.03(m).


 


Section 13.09   
Article and Section Headings. The article and section headings herein are for convenience of reference only, and
shall not limit or otherwise affect the meaning hereof.


 


Section 13.10   
Notices to the Rating Agencies. (a)  The Certificate Administrator shall use reasonable efforts promptly
to provide notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section
3.13(c), (and the related 17g-5 information provider for any class of Serviced Companion Loan Securities to the extent applicable
to any Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:


 


(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 related Mortgage Loan Seller pursuant to Section 6 of the related
Mortgage Loan Purchase Agreement.


 



    -438-


     

    

 


(b)           
The Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting
on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of
which it has actual knowledge:


 


(i)           
the resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)          
any change in the location of the Collection Account;


 


(iii)         
any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)         
any change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)           any
additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any
Mortgage Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than
5% of the then aggregate outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)         
any material damage to any Mortgaged Property;


 


(vii)        
any assumption with respect to a Mortgage Loan;


 


(viii)       
any release or substitution of any Mortgaged Property;


 


(ix)          
any additional debt is incurred; and


 


(x)           
any modifications to any intercreditor agreement.


 


(c)           
The Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in the
location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)          
The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to
the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
and thereafter to each Rating 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


 



    -439-


     

    

 


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 Sellers 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 each 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 each Mortgage Loan Seller at the sole reasonable expense
of


 


 


such Mortgage Loan Seller with respect to the benefits of the provisions of any section of a loan agreement
or securitization cooperation agreement related to indemnification of the lender and/or its Affiliates with respect to any securitization
of the related Mortgage Loan, including, without limitation, reassignment to the related Mortgage Loan Seller of such sections,
but no other portion of the Mortgage Loan documents, to permit the related Mortgage Loan Seller and its respective Affiliates to
enforce such provisions for their respective benefits; provided that none of the Depositor, Master Servicer, Special Servicer
or Trustee shall be required to take any action that is inconsistent with the Servicing Standard, would violate applicable law,
the terms and provisions of this Agreement or the Mortgage Loan documents, would adversely affect any Certificateholder, would
cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust for federal income
tax purposes, or would result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions. To the extent that the Trustee is required to execute any document facilitating an assignment under
this Section 13.11, such document shall be in form and substance reasonably acceptable to the Trustee.


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 



    -440-


     

    

  




IN WITNESS
WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly
authorized all as of the day and year first above written.


 





	 	GS MORTGAGE SECURITIES CORPORATION
    II, 
	 	as
    Depositor
	 	 	 
	 	By:	/s/
    Leah Nivison 
	 	 	Name: Leah Nivison
	 	 	Title: Chief Executive Officer
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as
    Master     Servicer
	 	 	 
	 	By:	/s/
    Nachette Hadden 
	 	 	Name: Nachette Hadden
	 	 	Title: Director
	 	 	 
	 	MIDLAND
    LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,
	 	as
    Special     Servicer
	 	 	 
	 	By:	/s/
    David D. Spotts 
	 	 	Name: David D. Spotts
	 	 	Title: Senior Vice President







 






    GSMS 2019-GC38: POOLING AND SERVICING AGREEMENT


     

    

 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,
	 	not
    in its individual capacity, but solely as Certificate Administrator
	 	 	 
	 	By:	/s/
    Amy Mofsenson 
	 	 	Name: Amy Mofsenson
	 	 	Title: Vice President
	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	 	not
    in its individual capacity, but solely as Trustee
	 	 	 
	 	By:	/s/
    Dorri Costello 
	 	 	Name: Dorri Costello
	 	 	Title: Vice President
	 	 	 
	 	PENTALPHA SURVEILLANCE LLC,
	 	Operating
    Advisor and Asset     Representations Reviewer
	 	 	 
	 	By:	/s/
    James Callahan 
	 	 	Name: James Callahan 
	 	 	Title: Executive Director
	 	 	 







 







    GSMS 2019-GC38: POOLING AND SERVICING AGREEMENT


     

    

 





	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 






 


On the 29 day of February,
2019, before me, a notary public in and for said State, personally appeared
    Leah Nivison known to me to be a CEO of GS Mortgage
Securities Corporation II, that executed the within instrument, and also known to me to be the person who executed it on behalf
of such corporation, and acknowledged to me that such corporation executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/
    Artrisa Y Williams
	 	Notary Public
	 	 
	[SEAL]	ARTRISA Y WILLIAMS
	 	 NOTARY
    PUBLIC, STATE OF NEW YORK
	My commission expires:	 Registration
    No. 01WI6124039
	 	Qualified
    in New York County
	5/24/2021 	Commission Expires May 24, 2021
	 	




 




    GSMS 2019-GC38: POOLING AND SERVICING AGREEMENT


     

    

 





	STATE OF NORTH
    CAROLINA	)	 
	 	):	 ss.
	COUNTY OF MECKLENBURG	)	 





 


On this 19 day
of February, 2019, personally appeared before me Nachette Hadden, to me known (or proved to me on the basis of satisfactory
evidence) to be a Director of Wells Fargo Bank, National Association, a national banking association, that executed the
within and foregoing instrument, and acknowledged that said instrument to be the free and voluntary act and deed of said
entity, for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument,
and that by her signature on the instrument the entity upon behalf of which she acted, executed the instrument.


 





	 	/s/
    Erica L. Smith 
	 	Notary
	 	Name:
	 	 
	 	 ERICA
    L. SMITH
	 	 MECKLENBURG
    COUNTY, NC
	My Commission expires:	 My
    Commission Expires 07-20-2022
	 	 NOTARY PUBLIC





 




    GSMS 2019-GC38: POOLING AND SERVICING AGREEMENT


     

    

 





	STATE OF KANSAS	)	 
	 	)	ss.:
	COUNTY OF JOHNSON	)	 






 


On the 20th day of
February, 2019, before me, a notary public in and for said State, personally appeared David D. Spotts known to me to be
a Senior Vice President of Midland Loan Services, a Division of PNC Bank, National Association, that executed the within
instrument, and also known to me to be the person who executed it on behalf of such national banking association, and
acknowledged to me that such national banking association executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/
    Brent Kinder 
	 	Notary Public
	 	 
	 	 BRENT KINDER
	 	 NOTARY PUBLIC
    - State of Kansas
	 	 My Appt. Exp.
    January 30, 2022
	 	 





 




    GSMS 2019-GC38: POOLING AND SERVICING AGREEMENT


     

    


 





	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 


 


On
the 19th day of February, 2019, before me, a notary public in and for said State, personally appeared Amy
Mofsenson known to me to be a Vice President of Wells Fargo Bank, National Association, that executed the within instrument,
and also known to me to be the person who executed it on behalf of such national banking association, and acknowledged to me
that such national banking association executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/ Janet M. Jolley 
	 	Notary Public
	 	 
	[SEAL]	 JANET M. JOLLEY
	 	Notary Public, State of New York 
	My commission expires:	No. 01JO6121000 
	 	Qualified in Kings County 
	 	Commission Expires Jan. 3, 2021




 




    GSMS 2019-GC38: POOLING AND SERVICING AGREEMENT


     

    



 





	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF NEW CASTLE	)	 


 


On
the 15th day of February, 2019, 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
	 	 MY
    COMMISSION EXPIRES MARCH 22, 2020
	 	 




 




    GSMS 2019-GC38: POOLING AND SERVICING AGREEMENT


     

    



 


	STATE OF CONNETICUT	)	 
	 	)	ss.:
	COUNTY OF FAIRFIELD	)	 





 


On the 13th day
of February, 2019, before me, a notary public in and for said State, personally appeared James Callahan known to me to be
the Executive Director of Pentalpha Surveillance LLC, a limited liability company, that executed the within instrument, and
also known to me to be the person who executed it on behalf of such limited liability company, and acknowledged to me that
such limited liability company executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/
    Melonie S. Williams 
	 	Notary Public
	 	 
	[SEAL]	MELONIE S. WILLIAMS 
	 	 Notary Public
	My commission expires: 7/31/2019	 Connecticut
	 	 My
    Commission Expires July 31, 2019




 




    GSMS 2019-GC38: POOLING AND SERVICING AGREEMENT


     

    



 


EXHIBIT A-1


 


FORM OF CLASS A-1 CERTIFICATE


 


CLASS A-1


 


GS MORTGAGE SECURITIES TRUST 2019-GC38


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2019-GC38, 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 SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS 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


 





 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.




 






    A-1-1


     


    


 


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.


 




    A-1-2


     


    

 

	
        PASS-THROUGH RATE: 2.972%

         

        DENOMINATION: $[______]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 27, 2019

         

        FIRST DISTRIBUTION DATE: March
        12, 2019

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $9,271,000

         
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE: WILMINGTON TRUST,
        NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252S AS6

         

        ISIN NO.: US36252SAS68

         

        COMMON CODE NO.: 195819939

         

        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 February 1, 2019 (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 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38 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


 






    A-1-4


     


    

 


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(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 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 under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in


 






    A-1-5


     


    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-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 the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(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-1-6


     


    

 


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 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 applicable Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)          
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)          
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


 


(xi)           to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rules, as


 






    A-1-7


     


    

 


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 any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions
of the Code. Furthermore, no amendment to this Agreement


 






    A-1-8


     


    

 


may
be made that changes any provisions specifically required to be included in this Agreement by any Non-Serviced Co-Lender Agreement
without the consent of the holder of the related Pari Passu Companion Loan(s).


 


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, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired
and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class
S and Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class S and
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, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the
prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class
S Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates 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:	February 27, 2019



 


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 2019-GC38


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2019-GC38, 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 SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS 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


 





 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.




 






    A-2-1


     


    


 


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. 


 




    A-2-2


     


    

 


	
        PASS-THROUGH RATE: 3.872%

         

        DENOMINATION: $[______]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 27, 2019

         

        FIRST DISTRIBUTION DATE: MARCH
        12, 2019

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS A-2 CERTIFICATES AS OF THE CLOSING DATE: $77,492,000

         
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE: WILMINGTON TRUST,
        NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252S AT4

         

        ISIN NO.: US36252SAT42

         

        COMMON CODE NO.: 195819947

         

        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 February 1, 2019 (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 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38 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


 






    A-2-4


     


    

 


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(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 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 under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in


 






    A-2-5


     


    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-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 the Certificates
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(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-2-6


     


    

 


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 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 applicable Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)          
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


 


(xi)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rules, as


 






    A-2-7


     


    

 


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 any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions
of the Code. Furthermore, no amendment to this Agreement


 






    A-2-8


     


    

 


may
be made that changes any provisions specifically required to be included in this Agreement by any Non-Serviced Co-Lender Agreement
without the consent of the holder of the related Pari Passu Companion Loan(s).


 


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, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired
and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class
S and Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class S and
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, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the
prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class
S Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates 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:	February 27, 2019



 


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 2019-GC38


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2019-GC38, 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 SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS 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


 





 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Book-Entry Certificate legend.




 






    A-3-1


     


    


 


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. 


 




    A-3-2


     


    

 


	
        PASS-THROUGH RATE: 3.703%

         

        DENOMINATION: $[______]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 27, 2019

         

        FIRST DISTRIBUTION DATE: MARCH
        12, 2019

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS A-3 CERTIFICATES AS OF THE CLOSING DATE: $190,000,000

         
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE: WILMINGTON TRUST,
        NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252S AU1

         

        ISIN NO.: US36252SAU15

         

        COMMON CODE NO.: 195819955

         

        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 February 1, 2019 (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 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38 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


 






    A-3-4


     


    

 


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(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 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 under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in


 






    A-3-5


     


    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-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 the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(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-3-6


     


    

 


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 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 applicable Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)          
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)           
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


 


(xi)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rules, as


 






    A-3-7


     


    

 


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 any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions
of the Code. Furthermore, no amendment to this Agreement


 






    A-3-8


     


    

 


may
be made that changes any provisions specifically required to be included in this Agreement by any Non-Serviced Co-Lender Agreement
without the consent of the holder of the related Pari Passu Companion Loan(s).


 


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, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired
and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class
S and Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class S and
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, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the
prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class
S Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates 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:	February 27, 2019



 


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 2019-GC38


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2019-GC38, 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 SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS 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


 





 



 








		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.










 






    A-4-1


     


    

 


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. 


 




    A-4-2


     


    


 



	
        PASS-THROUGH RATE: 3.968%

         

        DENOMINATION: $[______]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 27, 2019

         

        FIRST DISTRIBUTION DATE:

        MARCH 12, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-4 CERTIFICATES

        AS OF THE CLOSING DATE: $235,678,000

         
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE: WILMINGTON TRUST,
        NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252S AV9

         

        ISIN NO.: US36252SAV97

         

        COMMON CODE NO.: 195819963

         

        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 February 1, 2019 (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 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38 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


 






    A-4-4


     


    

 


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(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 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 under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in


 






    A-4-5


     


    

 


writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-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 the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(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-4-6


     


    

 


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 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 applicable Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


 


(xi)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rules, as


 






    A-4-7


     


    

 


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 any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions
of the Code. Furthermore, no amendment to this Agreement


 






    A-4-8


     


    

 


may be made that changes any provisions specifically required to be included
in this Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion
Loan(s).


 


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, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired
and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class
S and Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class S and
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, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the
prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class
S Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates 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:	February 27, 2019



 


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 2019-GC38


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2019-GC38, 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 SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS 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


 





 



 





		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.





 






    A-5-1


     


    

 


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. 


 




    A-5-2


     


    

 


	
        PASS-THROUGH RATE: 3.835%

         

        DENOMINATION: $[_____]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 27, 2019

         

        FIRST DISTRIBUTION DATE:

        MARCH 12, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-AB CERTIFICATES

        AS OF THE CLOSING DATE: $17,070,000

         
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE: WILMINGTON TRUST,
        NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252S AW7

         

        ISIN NO.: US36252SAW70

         

        COMMON CODE NO.: 195819971

         

        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 February 1, 2019 (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 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38 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


 






    A-5-4


     


    

 


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(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 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 under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in


 






    A-5-5


     


    

 


writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-AB Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the 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 or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the


 






    A-5-6


     


    

 


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 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 applicable Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


 


(xi)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rules, as


 






    A-5-7


     


    

 


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 any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions
of the Code. Furthermore, no amendment to this Agreement


 






    A-5-8


     


    

 


may be made that changes any provisions specifically required to be included
in this Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion
Loan(s).


 


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, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired
and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class
S and Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class S and
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, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the
prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class
S Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates 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:	February 27, 2019



 


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 2019-GC38


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2019-GC38, 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 SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS 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


 





 



 





		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.








 






    A-6-1


     


    


 


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-6-2


     


    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT3

         

        DENOMINATION: $[______]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 27, 2019

         

        FIRST DISTRIBUTION DATE:

        MARCH 12, 2019

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-A CERTIFICATES
        AS OF THE CLOSING DATE: $590,026,000

         
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE: WILMINGTON TRUST,
        NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252S AX5

         

        ISIN NO.: US36252SAX53

         

        COMMON CODE NO.: 195819980

         

        CERTIFICATE NO.: [X-A-1] [X-A-2]

         




 





 



 


		3	The
                                         initial approximate Pass-Through Rate as of the Closing Date is 0.966%.



 



    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 February 1, 2019 (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 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38 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


 






    A-6-4


     


    

 


Pass-Through Rate specified above on the Notional Amount of this Certificate
immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class
as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling
and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans 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(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 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 under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in


 






    A-6-5


     


    

 


writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class 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 the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)          to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)          to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(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-6-6


     


    

 


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 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 applicable Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


 


(xi)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rules, as


 






    A-6-7


     


    

 


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 any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions
of the Code. Furthermore, no amendment to this Agreement


 






    A-6-8


     


    

 


may be made that changes any provisions specifically required to be included
in this Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion
Loan(s).


 


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, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired
and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class
S and Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class S and
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, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the
prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class
S Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates 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:	February 27, 2019



 


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 2019-GC38


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-GC38, 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 SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE
UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS
CLASS X-B CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE 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 FEBRUARY 1, 2019

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 27, 2019

         

        FIRST
        DISTRIBUTION DATE:

        MARCH 12, 2019

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-B CERTIFICATES AS OF THE CLOSING DATE: $71,862,000

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PENTALPHA SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: 36252S AY3

         

        ISIN
        NO.: US36252SAY37

         

        COMMON
        CODE NO.: 195819998

         

        CERTIFICATE
NO.: [X-B-1]




 

 


 


		3	The
initial approximate Pass-Through Rate as of the Closing Date is 0.307%.



 


    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 February 1, 2019 (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 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38 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


 






    A-7-4 


     


    

 


Pass-Through Rate specified above on the Notional
Amount of this Certificate immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution
Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on
the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans 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(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
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 under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in


 






    A-7-5 


     


    

 


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 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 the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)      to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)      to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(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-7-6 


     


    

 


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 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 applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)      to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)      to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as


 






    A-7-7 


     


    

 


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 any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under
such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the
relevant provisions of the Code. Furthermore, no amendment to this Agreement


 






    A-7-8 


     


    

 


may be made that changes any provisions specifically
required to be included in this Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related
Pari Passu Companion Loan(s).


 


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, upon
no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held
by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling
and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the
Class S and Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class
S and 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, provided that the Master Servicer is paid a fee equal to (i) the product of (x)
the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
Class S Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
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:	February 27, 2019



 


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 2019-GC38


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-GC38, 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 SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE
UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


 



 





		1	Temporary
                                         Regulation S Book-Entry Certificate legend. 



 


		2	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.
                                         



 


		3	Book-Entry
                                         Certificate legend.



 






    A-8-1 


     


    

 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE
CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CLASS X-D CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS D
CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET
FORTH BELOW.


 


THE
NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-D CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT
OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 






    A-8-2 


     


    

 


	PASS-THROUGH
                           RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT4

         

        DENOMINATION:
        [____]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2019

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 27, 2019

         

        FIRST
        DISTRIBUTION DATE:

        MARCH 12, 2019

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-D CERTIFICATES AS OF THE CLOSING DATE: $20,916,000

         
	 	MASTER
                           SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PENTALPHA SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: 36252S AC1

                             36252S
        AD9

                             U04051
        AB1

         

        ISIN
        NO.: US36252SAC17

                          US36252SAD99

                          USU04051AB18

         

        COMMON
CODE NO.: 195820252

                                                195821658 

         

        CERTIFICATE
        NO.: [X-D-1][X-D-S-1]

	 	 	 



 

 



 


		4	The
                                         initial approximate Pass-Through Rate as of the Closing Date is 1.836%.



 






    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 February 1, 2019 (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 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38 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. 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(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
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 under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 






    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 the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)      to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)      to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(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 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 applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention


 






    A-8-7 


     


    

 


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 any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under
such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the
relevant provisions of the Code. Furthermore, no amendment to this Agreement may be made that changes any provisions specifically
required to be included in this Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related
Pari Passu Companion Loan(s).


 






    A-8-8 


     


    

 


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, upon
no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held
by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling
and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the
Class S and Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class
S and 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, provided that the Master Servicer is paid a fee equal to (i) the product of (x)
the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
Class S Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
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:	February 27, 2019



 


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 2019-GC38


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-GC38, 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 SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE
UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS 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


 





 



 





		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



  


		2	Book-Entry
                                         Certificate legend.



 






    A-9-1 


     


    

 


AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 


THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A AND CLASS X-B CERTIFICATES
AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






    A-9-2 


     


    

 


	PASS-THROUGH
                                         RATE: THE LESSER OF 4.158% AND THE WEIGHTED AVERAGE NET MORTGAGE RATE

         

        DENOMINATION:
        $[______]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2019

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 27, 2019

         

        FIRST
        DISTRIBUTION DATE:

        MARCH 12, 2019

         

        APPROXIMATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-S CERTIFICATES AS OF THE CLOSING DATE: $60,515,000
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PENTALPHA SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: 36252S AZ0

         

        ISIN
        NO.: US36252SAZ02

         

        COMMON
        CODE NO.: 195820007

         

        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 February 1, 2019 (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 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38 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


 






    A-9-4 


     


    

 


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(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
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 under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 4.01(i) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in


 






    A-9-5 


     


    

 


writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-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 the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)      to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)      to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(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-9-6 


     


    

 


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 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 applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or


 


(xi)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rules, as


 






    A-9-7 


     


    

 


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 any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under
such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the
relevant provisions of the Code. Furthermore, no amendment to this Agreement


 






    A-9-8 


     


    

 


may
be made that changes any provisions specifically required to be included in this Agreement by any Non-Serviced Co-Lender Agreement
without the consent of the holder of the related Pari Passu Companion Loan(s).





 


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, upon
no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held
by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling
and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the
Class S and Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class
S and 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, provided that the Master Servicer is paid a fee equal to (i) the product of (x)
the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates,
Class S Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
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:	February 27, 2019



 


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 2019-GC38


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2019-GC38, 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 SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS 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


 


 



1
                                                Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Book-Entry Certificate legend.








    A-10-1


     


    




 


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 AND Class
A-S cERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


    A-10-2


     


    
 

	
        PASS-THROUGH RATE: THE LESSER OF 4.309% AND THE WEIGHTED AVERAGE
        NET MORTGAGE RATE

         

        DENOMINATION: $[______]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 27, 2019

         

        FIRST DISTRIBUTION DATE: MARCH
        12, 2019

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS B CERTIFICATES AS OF THE CLOSING DATE: $36,877,000

         
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252S BA4

         

        ISIN NO.: US36252SBA42

         

        COMMON CODE NO.: 195820015

         

        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 February 1, 2019 (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 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38 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


 






    A-10-4


     


    

 


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(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 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 under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in


 






    A-10-5


     


    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class B Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the 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 or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the


 






    A-10-6


     


    

 


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 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 applicable Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


 


(xi)      
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rules, as


 






    A-10-7


     


    

 


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 any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions
of the Code. Furthermore, no amendment to this Agreement


 






    A-10-8


     


    

 


may
be made that changes any provisions specifically required to be included in this Agreement by any Non-Serviced Co-Lender Agreement
without the consent of the holder of the related Pari Passu Companion Loan(s).


 


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, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired
and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class
S and Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class S and
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, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the
prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class
S Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates 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:	February 27, 2019



 


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 2019-GC38


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2019-GC38, 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 SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS 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


 





 



 


		1	Legend required as long as
DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry Certificate legend.





 






    A-11-1


     


    

 


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 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 4.761% AND THE WEIGHTED AVERAGE
        NET MORTGAGE RATE

         

        DENOMINATION: $[______]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 27, 2019

         

        FIRST DISTRIBUTION DATE: MARCH
        12, 2019

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS C
        CERTIFICATES AS OF THE CLOSING DATE: $34,985,000

         
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252S BB2

         

        ISIN NO.: US36252SBB25

         

        COMMON CODE NO.: 195820023

         

        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 February 1, 2019 (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 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38 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


 






    A-11-4


     


    

 


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(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 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 under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in


 






    A-11-5


     


    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class 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 the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)      
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(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-11-6


     


    

 


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 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 applicable Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


 


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rules, as


 






    A-11-7


     


    

 


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 any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions
of the Code. Furthermore, no amendment to this Agreement


 






    A-11-8


     


    

 


may be made that changes any provisions specifically required to be included
in this Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion
Loan(s).


 


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, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired
and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class
S and Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class S and
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, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the
prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class
S Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates 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:	February 27, 2019



 


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 2019-GC38


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2019-GC38, 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 SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS 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 FEBRUARY 1, 2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 27, 2019

         

        FIRST DISTRIBUTION DATE: MARCH
        12, 2019

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS D
        CERTIFICATES AS OF THE CLOSING DATE: $20,916,000

         
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252S AA5 

          36252S AB3 

          U04051 AA3

         

        ISIN NO.: US36252SAA50 

         US36252SAB34 

         USU04051AA35

         

        COMMON CODE NO.: 195820279

                                        195821585

         

        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 February 1, 2019 (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 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38 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(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 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 under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in


 






    A-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 the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)      
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)      
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(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 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 applicable Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


 


(xi)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rules, as


 






    A-12-7


     


    

 


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 any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions
of the Code. Furthermore, no amendment to this Agreement


 






    A-12-8


     


    

 


may
be made that changes any provisions specifically required to be included in this Agreement by any Non-Serviced Co-Lender Agreement
without the consent of the holder of the related Pari Passu Companion Loan(s).


 


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, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired
and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class
S and Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class S and
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, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the
prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class
S Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates 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:	February 27, 2019



 


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-RR CERTIFICATE


 


CLASS E-RR


 


GS MORTGAGE SECURITIES TRUST 2019-GC38


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2019-GC38, CLASS E-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


 





 



 


		1	Temporary Regulation S Book-Entry
Certificate legend.



 


		2	Legend required as long as
DTC is the Depository under the Pooling and Servicing Agreement.





 






    A-13-1


     


    

 


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 SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS 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 AND CLASS
D


 





 



 


		3	Book-Entry Certificate legend.




 






    A-13-2


     


    

 


CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    A-13-3


     


    
 

	
        PASS-THROUGH RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE4

         

        DENOMINATION: $[______]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 27, 2019

         

        FIRST DISTRIBUTION DATE: MARCH
        12, 2019

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS
        E-RR CERTIFICATES AS OF THE CLOSING DATE: $17,852,000

         
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252S AE7 

        36252S AF4 

        U04051 AC9

         

        ISIN NO.: US36252SAE72 

        US36252SAF48 

        USU04051AC90

         

        COMMON CODE NO.: 195820244 

          195820180

         

        CERTIFICATE NO.: [E-RR-1] [E-RR-S-1]

         




 





 



 


4 The
initial approximate Pass-Through Rate as of the Closing Date is 4.836%.


 




    A-13-4


     


    

 


CLASS E-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 FOLLOWING THE HRR TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: KKR REAL
ESTATE CREDIT OPPORTUNITY PARTNERS (AIV) AGGREGATOR I L.P.] is the registered owner of the interest evidenced by this
Certificate in the Class E-RR Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated
as of February 1, 2019 (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-RR Certificates. The Certificates are designated as the GS MORTGAGE
SECURITIES TRUST 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-13-5


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class E-RR Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the 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(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 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 under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory


 






    A-13-6


     


    

 


to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class E-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 the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by


 






    A-13-7


     


    

 


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 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 applicable Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


 






    A-13-8


     


    

 


(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 any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such 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


 






    A-13-9


     


    

 


accordance
with such amendment will not result in an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust
under the relevant provisions of the Code. Furthermore, no amendment to this Agreement may be made that changes any provisions
specifically required to be included in this Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder
of the related Pari Passu Companion Loan(s).


 


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, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired
and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class
S and Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class S and
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, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the
prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class
S Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates 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-13-10


     


    




 


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:	February 27, 2019



 


CERTIFICATE
OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS E-RR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-13-11


     


    







  


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-13-12


     


    







 


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-13-13


     


    

 








EXHIBIT A-14


 


FORM OF CLASS F-RR CERTIFICATE


 


CLASS F-RR


 


GS MORTGAGE SECURITIES TRUST 2019-GC38


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2019-GC38, 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


 





 



 








		1	Temporary Regulation S Book-Entry
Certificate legend.



 


		2	Legend required as long as
DTC is the Depository under the Pooling and Servicing Agreement.



 






    A-14-1


     


    





 


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 SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS 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


 





 



 


	3	Book-Entry
                                         Certificate legend.





 






    A-14-2


     


    

 


SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B, CLASS C, CLASS
D AND CLASS E-RR CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


    A-14-3


     


    
 

	
        PASS-THROUGH RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE4

         

        DENOMINATION: $[______]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 27, 2019

         

        FIRST DISTRIBUTION DATE: MARCH
        12, 2019

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS
        F-RR CERTIFICATES AS OF THE CLOSING DATE: $9,456,000

         
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252S AG2

        36252S AH0

        U04051 AD7

         

        ISIN NO.: US36252SAG21

         US36252SAH04

         USU04051AD73

         

        COMMON CODE NO.: 195820228

           195820163

         

        CERTIFICATE NO.: [F-RR-1] [F-RR-S-1]




 





 



 


4
The initial approximate Pass-Through Rate as of the Closing Date is 4.836%.


 




    A-14-4


     


    

 


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 FOLLOWING THE HRR TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: KKR REAL
ESTATE CREDIT OPPORTUNITY PARTNERS (AIV) AGGREGATOR I L.P.] 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 February 1, 2019 (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 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-14-5


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class F-RR Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the 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(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 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 under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory


 






    A-14-6


     


    

 


to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class F-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 the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)      
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)       
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by


 






    A-14-7


     


    

 


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 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 applicable Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


 






    A-14-8


     


    

 


(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 any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such 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


 






    A-14-9


     


    

 


accordance
with such amendment will not result in an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust
under the relevant provisions of the Code. Furthermore, no amendment to this Agreement may be made that changes any provisions
specifically required to be included in this Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder
of the related Pari Passu Companion Loan(s).


 


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, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired
and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class
S and Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class S and
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, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the
prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class
S Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates 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-14-10


     


    

 







 


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:	February 27, 2019



 


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-14-11


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-14-12


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-14-13


     


    


 


 


EXHIBIT A-15


 


FORM OF CLASS G-RR CERTIFICATE


 


CLASS G-RR


 


GS MORTGAGE SECURITIES TRUST 2019-GC38


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2019-GC38, 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


 





 



 





		1	Temporary
                                         Regulation S Book-Entry Certificate legend.



 


		2	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 







    A-15-1


     


    

 


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 SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS 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


 





 






 





		3	Book-Entry
                                         Certificate legend.



 







    A-15-2


     


    

 


SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B, CLASS C, CLASS
D, CLASS E-RR 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 FEBRUARY 1, 2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 27, 2019

         

        FIRST DISTRIBUTION DATE:

        MARCH 12, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS G-RR CERTIFICATES

        AS OF THE CLOSING DATE: $8,510,000

         
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE: WILMINGTON TRUST,
        NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252S AJ6 

               36252S AK3 

               U04051 AE5

         

        ISIN NO.: US36252SAJ69 

           US36252SAK33 

           USU04051AE56

         

        COMMON CODE NO.: 195820210 

            195820155

         

        CERTIFICATE NO.: [G-RR-1] [G-RR-S-1] 




 









 



 


		4	The
                                         initial approximate Pass-Through Rate as of the Closing Date is 4.836%.




 






    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 HRR TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: KKR
REAL ESTATE CREDIT OPPORTUNITY PARTNERS (AIV) AGGREGATOR I L.P.] 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 February 1, 2019 (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 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-15-5


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class G-RR Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the 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(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 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 under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory


 






    A-15-6


     


    

 


to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class G-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 the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by


 






    A-15-7


     


    

 


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 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 applicable Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


 






    A-15-8


     


    

 


(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 any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such 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


 






    A-15-9


     


    

 


accordance
with such amendment will not result in an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust
under the relevant provisions of the Code. Furthermore, no amendment to this Agreement may be made that changes any provisions
specifically required to be included in this Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder
of the related Pari Passu Companion Loan(s).


 


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, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired
and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class
S and Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class S and
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, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the
prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class
S Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates 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:	February 27, 2019



 


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 2019-GC38


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2019-GC38, 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


 





 



  


		1	Temporary
                                         Regulation S Book-Entry Certificate legend.



 


		2	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.




 






    A-16-1


     


    

 


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 SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS 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





 





 



 


		3	Book-Entry Certificate legend.



 






    A-16-2


     


    

 


SIMILAR LAW, SUCH ACQUISITION, HOLDING
AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B, CLASS C, CLASS
D, CLASS E-RR, 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

         

        DENOMINATION: $[______]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 27, 2019

         

        FIRST DISTRIBUTION DATE:

        MARCH 12, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS H-RR CERTIFICATES

        AS OF THE CLOSING DATE: $7,564,000

         
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE: WILMINGTON TRUST,
        NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252S AL1 

        36252S AM9 

        U04051 AF2

         

        ISIN NO.: US36252SAL16 

           US36252SAM98 

           USU04051AF22

         

        COMMON CODE NO.: 195820201 

            195820139

         

        CERTIFICATE NO.: [H-RR-1] [H-RR-S-1] 




 





 



 


		4	The initial approximate
Pass-Through Rate as of the Closing Date is 4.836%.



 



    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 HRR TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: KKR
REAL ESTATE CREDIT OPPORTUNITY PARTNERS (AIV) AGGREGATOR I L.P.] 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 February 1, 2019 (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 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-16-5


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class H-RR Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the 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(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 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 under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory


 






    A-16-6


     


    

 


to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class H-RR Certificates will be issued in fully registered, certificated form in minimum
denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the 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 or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by


 






    A-16-7


     


    

 


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 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 applicable Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


 






    A-16-8


     


    

 


(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 any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such 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


 






    A-16-9


     


    

 


accordance
with such amendment will not result in an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust
under the relevant provisions of the Code. Furthermore, no amendment to this Agreement may be made that changes any provisions
specifically required to be included in this Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder
of the related Pari Passu Companion Loan(s).


 


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, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired
and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class
S and Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class S and
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, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the
prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class
S Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates 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:	February 27, 2019



 


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 I-RR CERTIFICATE


 


      
CLASS I-RR


 


GS MORTGAGE SECURITIES TRUST 2019-GC38


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2019-GC38, CLASS I-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


 





 









 


		1	Temporary Regulation S Book-Entry
Certificate legend.



 


		2	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.




 






    A-17-1


     


    

 


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 SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS 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


 





 



 


		4	Book-Entry Certificate legend.



 






    A-17-2


     


    

 


SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B, CLASS C, CLASS
D, CLASS E-RR, 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 FEBRUARY 1, 2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 27, 2019

         

        FIRST DISTRIBUTION DATE:

        MARCH 12, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS I-RR CERTIFICATES

        AS OF THE CLOSING DATE: $30,258,365

         
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE: WILMINGTON TRUST,
        NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252S AN7 

        36252S AP2 

        U04051 AG0

         

        ISIN NO.: US36252SAN71 

           US36252SAP20 

           USU04051AG05

         

        COMMON CODE NO.: 195820198 

            195820112

         

        CERTIFICATE NO.: [I-RR-1] [I-RR-S-1] 




 





 






 


4
The initial approximate Pass-Through Rate as of the Closing Date is 4.836%.


 



    A-17-4


     


    

 


CLASS I-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 HRR TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: KKR
REAL ESTATE CREDIT OPPORTUNITY PARTNERS (AIV) AGGREGATOR I L.P.] is the registered owner of the interest evidenced by this
Certificate in the Class I-RR Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated
as of February 1, 2019 (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 I-RR Certificates. The Certificates are designated as the GS MORTGAGE
SECURITIES TRUST 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-17-5


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class I-RR Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the 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(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 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 under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory


 






    A-17-6


     


    

 


to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class I-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:


 


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;


 


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;


 


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;


 


to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely
affect in any material respect the interests of any Certificateholder or Companion Holder;


 


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


 






    A-17-7


     


    

 


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;


 


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 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);


 


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;


 


to modify
the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


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;


 


to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the
requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


 






    A-17-8


     


    

 


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 any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such 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


 






    A-17-9


     


    

 


accordance
with such amendment will not result in an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust
under the relevant provisions of the Code. Furthermore, no amendment to this Agreement may be made that changes any provisions
specifically required to be included in this Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder
of the related Pari Passu Companion Loan(s).


 


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, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired
and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class
S and Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class S and
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, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the
prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class
S Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates 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








  


February 27, 2019


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS I-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 2019-GC38


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2019-GC38, 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 SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS 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-18-1


     


    

 


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, 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 FEBRUARY 1, 2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 27, 2019

         

        FIRST DISTRIBUTION DATE:

        March 12, 2019

         

        CLASS R PERCENTAGE INTEREST: [100%]

         
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE: WILMINGTON TRUST,
        NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252S AQ0 

        36252S AR8 

        U04051 AH8

         

        ISIN NO.: US36252SAQ03 

            US36252SAR85 

            USU04051AH87

         

        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 February 1, 2019 (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 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38 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


 






    A-18-4


     


    

 


currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 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 under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Each Person who has or
acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest
in a Class R Certificate to have agreed to be bound by the following provisions and the rights of each Person acquiring any Ownership
Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Disqualified Organization, a Disqualified Non-U.S. Tax Person or any agent of either
(including a broker, nominee or other middleman) (an “Agent”), or a Plan or a Person acting on behalf of or
using


 






    A-18-5


     


    

 


the
assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) and shall promptly notify the Certificate
Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate
shall be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and
Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance
satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified
Organization, a Disqualified Non-U.S. Tax Person or any Agent of either, or an ERISA Prohibited Holder and that it agrees to be
bound by and to abide by the provisions of Section 5.03(n) of the Pooling and Servicing Agreement; (C) notwithstanding the delivery
of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge or
reason to believe that the proposed Transferee is a Disqualified Organization, a Disqualified Non-U.S. Tax Person or any Agent
of either, or an ERISA Prohibited Holder, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee
shall be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) not
to transfer its Ownership Interest in such Class R Certificate to any Person that does not provide a Transferee Affidavit and
(2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter
substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”)
certifying that, among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements
in such Transferee Affidavit are false.


 


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the 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;


 






    A-18-6


     


    

 


(iv)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced 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 applicable Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any


 






    A-18-7


     


    

 


material
respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(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 any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such 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


 






    A-18-8


     


    

 


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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions
of the Code. Furthermore, no amendment to this Agreement may be made that changes any provisions specifically required to be included
in this Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion
Loan(s).


 


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, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired
and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class
S and Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class S and
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, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the
prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class
S Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates 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:	February 27, 2019



 


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 A-19


 


FORM OF CLASS S CERTIFICATE


 


CLASS S


 


GS MORTGAGE SECURITIES TRUST 2019-GC38


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2019-GC38, CLASS S


 


THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR THE LAWS OF
ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.


 


THE HOLDER OF THIS CERTIFICATE BY ITS
ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE
SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR
(B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS 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-19-1


     


    

 


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, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH
PLAN (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE
THIS CERTIFICATE.


 






    A-19-2


     


    

  





	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 27, 2019

         

        FIRST DISTRIBUTION DATE:

        MARCH 12, 2019

         

        CLASS S PERCENTAGE INTEREST: [100%]

         
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE: WILMINGTON TRUST,
        NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252S BC0 

        36252S BD8 

        U04051 AJ4

         

        ISIN NO.: US36252SBC08 

            US36252SBD80 

            USU04051AJ44

         

        CERTIFICATE NO.: S-1 




 



    A-19-3


     


    

 


CLASS S CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and two
subordinate interests, each in a related trust subordinate companion loan (together, the “Trust Subordinate Companion
Loans”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion 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 the Trust Subordinate
Companion 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 KKR REAL ESTATE CREDIT OPPORTUNITY PARTNERS (AIV) AGGREGATOR I L.P. is the registered
owner of the interest evidenced by this Certificate in the Class S Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of February 1, 2019 (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 S Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES
TRUST 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Class S Certificate
represents a beneficial ownership of Excess Interest and the Excess Interest Distribution Account. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to
the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 






    A-19-4


     


    

 


This Certificate is limited
in right of payment to, among other things, Excess Interest actually collected respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 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 under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


The Class S Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar


 






    A-19-5


     


    

 


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 or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced 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);


 






    A-19-6


     


    

 


(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 applicable Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); or


 


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Third Party Purchaser under this Agreement or the related risk retention
agreement without the consent of the Third Party Purchaser.


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 






    A-19-7


     


    

 


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 any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such 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 or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions
of the Code. Furthermore, no amendment to this Agreement may be made that changes any provisions specifically required to be included
in this Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion
Loan(s).


 


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, 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.


 






    A-19-8


     


    

 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates are retired
and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class
S and Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class S and
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, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the
prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, Class
S Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates 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-19-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY








 


		Dated:	February 27, 2019



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



 






    A-19-10


     


    

 


ABBREVIATIONS


 


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.   



 




    A-19-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The assignee should include
the following for purposes of distribution:


 


Distributions shall be
made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed
to _______________________________________________________________. This information is provided by assignee named above, or ______________________________,
as its agent.


 






    A-19-12


     


    



 


EXHIBIT B


 


MORTGAGE LOAN SCHEDULE


 




    B-1


     


    

 




 





GSMS 2019-GC38


Exhibit B - Mortgage Loan Schedule - Both Loan Sellers 


 


	Control Number	Footnotes	Loan Number	Property Name	Borrower Name	Address	City	State	County	Zip Code	Mortgage Loan Rate (%)	Net Mortgage Loan Rate (%)	Original Balance ($)	Cut-Off Date Balance ($)	Original Term To Maturity / ARD (Mos.)	Remaining Term To Maturity / ARD (Mos.)	Maturity Date / ARD	Original Amortization Term (Mos.)	Remaining Amortization Term (Mos.)	Monthly Debt Service ($) (1)	Servicing Fee Rate (%)	Non-Serviced Primary Servicing Fee Rate (%)	Interest Accrual Method	Ownership Interest
	1	3, 4, 5, 6	25203633	365 Bond	LSG 365 Bond Street LLC	365 Bond Street	Brooklyn	New York	Kings	11231	4.02277182%	4.00576182%	$65,000,000	$65,000,000	60	58	12/6/2023	0	0	$220,926.53 	0.00500%	0.00000%	Actual/360	Fee Simple
	2	7	25205597	Torrance Towne Center	Torrance Towne Center Associates, LLC	25343-25385 Crenshaw Boulevard and 2731-2795 Pacific Coast Highway	Torrance	California	Los Angeles	90505	4.77800%	4.73349%	$52,000,000	$52,000,000	120	118	12/6/2028	0	0	$209,922.31 	0.03250%	0.00000%	Actual/360	Leasehold
	3	4, 8	CITI01	Pace Gallery HQ	Wenat Realty Associates L.P.	540 West 25th Street	New York	New York	New York	10001	5.15000%	5.13299%	$50,000,000	$50,000,000	120	120	2/6/2029	0	0	$217,563.66 	0.00500%	0.00000%	Actual/360	Fee Simple
	4	 	25416277	Heitman Life Storage Portfolio	SH 7100-7111 LLC	 	 	 	 	 	4.40800%	4.39099%	$45,350,000	$45,350,000	120	119	1/6/2029	0	0	$168,899.36 	0.00500%	0.00000%	Actual/360	 
	4.01	 	25416277	East Elliot Road	 	375 East Elliot Road	Gilbert	Arizona	Maricopa	85234	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Simple
	4.02	 	25416277	FM 1431	 	3997 FM 1431	Round Rock	Texas	Williamson	78681	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Simple
	4.03	 	25416277	Rayford Road	 	3411 Rayford Road	Spring	Texas	Montgomery	77386	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Simple
	4.04	 	25416277	East Cornwallis Road	 	1200 East Cornwallis Road	Durham	North Carolina	Durham	27713	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Simple
	4.05	 	25416277	McNeil Drive	 	5547 McNeil Drive	Austin	Texas	Travis	78729	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Simple
	4.06	 	25416277	FM 2222	 	10307 FM 2222	Austin	Texas	Travis	78730	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Simple
	4.07	 	25416277	South Congress Avenue	 	1099 South Congress Avenue	Delray Beach	Florida	Palm Beach	33445	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Simple
	4.08	 	25416277	Westheimer Road	 	12711 Westheimer Road	Houston	Texas	Harris	77077	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Simple
	4.09	 	25416277	Shell Road	 	4929 Shell Road	Virginia Beach	Virginia	Virginia Beach City	23455	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Simple
	4.10	 	25416277	Southwest Military Drive	 	3343 Southwest Military Drive	San Antonio	Texas	Bexar	78211	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Simple
	4.11	 	25416277	Old Denton Road	 	2300 Old Denton Road	Carrollton	Texas	Dallas	75006	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Simple
	4.12	 	25416277	West Camelback Road	 	3641 West Camelback Road	Phoenix	Arizona	Maricopa	85019	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Simple
	5	9	25420887	Albertsons Industrial - IL	Chicago Grocery Property LLC	1955 West North Avenue	Melrose Park	Illinois	Cook	60160	3.86000%	3.84299%	$41,400,000	$41,400,000	120	119	1/6/2029	0	0	$135,019.58 	0.00500%	0.00000%	Actual/360	Fee Simple
	6	4, 10, 11, 12, 13	23884755	Pier 70	Historic Pier 70, LLC	400-600 20th Street	San Francisco	California	San Francisco	94107	4.87800%	4.85099%	$35,000,000	$35,000,000	120	116	10/6/2028	0	0	$144,251.04 	0.00250%	0.01250%	Actual/360	Leasehold
	7	 	23925959	Perimeter Square	TKG Perimeter Square, LLC	130 Perimeter Center West	Atlanta	Georgia	DeKalb	30346	5.54550%	5.52849%	$35,000,000	$35,000,000	120	117	11/6/2028	0	0	$163,990.19 	0.00500%	0.00000%	Actual/360	Fee Simple
	8	3, 4, 14, 15	CITI02	3 Park Avenue	Three Park Building LLC	3 Park Avenue	New York	New York	New York	10016	4.75000%	4.73424%	$34,000,000	$34,000,000	120	118	12/6/2028	0	0	$136,452.55 	0.00250%	0.00125%	Actual/360	Fee Simple
	9	16	25404258	Residence Inn Chula Vista	Centerpark Promenade Hotel, LLC	2005 Centerpark Road	Chula Vista	California	San Diego	91915	5.35000%	5.33299%	$29,000,000	$28,943,192	120	118	12/6/2028	360	358	$161,939.97 	0.00500%	0.00000%	Actual/360	Fee Simple
	10	4	25199981	145 Clinton	Site 5 Commercial Owner DE LLC	145 Clinton Street	New York	New York	New York	10002	4.96500%	4.94799%	$28,200,000	$28,200,000	120	118	12/6/2028	0	0	$118,298.02 	0.00250%	0.00250%	Actual/360	Fee Simple
	11	 	CITI03	Vee Pak Industrial Portfolio	AGNL Sunscreen, L.L.C.	 	 	 	 	 	4.89000%	4.87299%	$26,845,000	$26,845,000	120	120	2/6/2029	0	0	$110,912.73 	0.00500%	0.00000%	Actual/360	 
	11.01	 	CITI03	6710 River Road	 	6710 River Road	Hodgkins	Illinois	Cook	60525	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Simple
	11.02	 	CITI03	5300-5320 Dansher Road	 	5300-5320 Dansher Road	Countryside	Illinois	Cook	60525	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Simple
	11.03	 	CITI03	5321-5331 Dansher Road	 	5321-5331 Dansher Road	Countryside	Illinois	Cook	60525	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Simple
	12	17	25416565	Moxy Denver Cherry Creek	Josephine Development Owner LLC	240 Josephine Street	Denver	Colorado	Denver	80206	5.06000%	5.04299%	$25,000,000	$25,000,000	120	119	1/6/2029	0	0	$106,880.79 	0.00500%	0.00000%	Actual/360	Leasehold
	13	 	CITI04	North Miami Business Park	NMB Partners LLC	1922 Northeast 149th Street	North Miami	Florida	Miami-Dade	33181	4.97000%	4.95299%	$22,000,000	$22,000,000	120	120	2/6/2029	0	0	$92,382.18 	0.00500%	0.00000%	Actual/360	Fee Simple
	14	 	25404257	Dublin Office Portfolio	DPC4 LP	 	 	 	 	 	5.07700%	5.05999%	$22,000,000	$21,953,985	120	118	12/6/2028	360	358	$119,138.22 	0.00500%	0.00000%	Actual/360	 
	14.01	 	25404257	Parkwood II	 	5900 Parkwood Place	Dublin	Ohio	Franklin	43016	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Simple
	14.02	 	25404257	Emerald III	 	6500 Emerald Parkway	Dublin	Ohio	Franklin	43016	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Simple
	15	4, 18	24831852	5444 & 5430 Westheimer	Franklin Post Oak, Ltd.	5444 & 5430 Westheimer Road	Houston	Texas	Harris	77056	4.72000%	4.69299%	$21,000,000	$21,000,000	120	117	11/6/2028	0	0	$83,747.22 	0.00250%	0.01250%	Actual/360	Fee Simple
	16	19, 20	25404509	PPC Flexible Packaging Portfolio	NM PPC, L.L.C.	 	 	 	 	 	4.90000%	4.88299%	$19,300,000	$19,300,000	120	119	1/6/2029	360	360	$102,430.26 	0.00500%	0.00000%	Actual/360	 
	16.01	 	25404509	PPC Payson	 	213 Temkin Way	Payson	Utah	Utah	84651	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Simple
	16.02	 	25404509	PPC Rome	 	2 Superior Drive Southeast	Rome	Georgia	Floyd	30161	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Simple
	17	 	25670678	Life Time - Fort Worth	FWPAL LLC	10761 Founders Way	Fort Worth	Texas	Tarrant	76177	4.92150%	4.90449%	$19,200,000	$19,200,000	120	120	2/6/2029	0	0	$79,837.67 	0.00500%	0.00000%	Actual/360	Fee Simple
	18	21	25417547	Mercury Drive	North Ford Holdings LLC	6000, 6100 & 6200 Mercury Drive	Dearborn	Michigan	Wayne	48126	5.07000%	5.05299%	$19,000,000	$18,980,140	120	119	1/6/2029	360	359	$102,810.49 	0.00500%	0.00000%	Actual/360	Fee Simple
	19	 	25420883	Albertsons Industrial - PA	Lancaster Grocery Property LLC	500 South Muddy Creek Road	Denver	Pennsylvania	Lancaster	17517	5.04000%	5.02299%	$15,000,000	$15,000,000	120	119	1/6/2029	0	0	$63,875.00 	0.00250%	0.00250%	Actual/360	Fee Simple
	20	3, 4, 22, 23	CITI05	Fairbridge Office Portfolio	Oak Brook Gateway, LLC and Cornerstone Cantera, LLC	 	 	 	 	 	4.84000%	4.82424%	$15,000,000	$15,000,000	120	118	12/6/2028	360	360	$79,062.88 	0.00250%	0.00125%	Actual/360	 
	20.01	 	CITI05	Oak Brook Gateway	 	1111 West 22nd Street	Oak Brook	Illinois	DuPage	60523	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Simple
	20.02	 	CITI05	Cornerstone I at Cantera	 	4320 Winfield Road	Warrenville	Illinois	DuPage	60555	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Simple
	21	 	25656522	Jefferson Grove	Jefferson Grove One LLC	1101 Pin Oak Lane	Blacklick	Ohio	Franklin	43004	4.95000%	4.93299%	$14,500,000	$14,500,000	120	120	2/6/2029	360	360	$77,396.65 	0.00500%	0.00000%	Actual/360	Fee Simple
	22	24	23821239	WoodSpring Orlando Portfolio	Orlando VP, LLC	 	 	 	 	 	5.78100%	5.76399%	$13,000,000	$12,951,929	60	56	10/6/2023	360	356	$76,120.68 	0.00500%	0.00000%	Actual/360	 
	22.01	 	23821239	WoodSpring Suites Clermont	 	16311 SR 50	Clermont	Florida	Lake	34711	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Simple
	22.02	 	23821239	WoodSpring Suites Clarcona	 	4125 Clarcona Ocoee Road	Orlando	Florida	Orange	32810	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Simple
	23	 	25670803	Bennington Square Apartments	Bennington Square, Inc.	6300 West Bellfort Avenue	Houston	Texas	Harris	77035	5.10000%	5.04299%	$12,400,000	$12,400,000	120	120	2/6/2029	360	360	$67,325.77 	0.04500%	0.00000%	Actual/360	Fee Simple
	24	25	24925768	Mission Point Office	2601 Mission Point Blvd LLC	2601 Mission Point Boulevard	Beavercreek	Ohio	Greene	45431	5.44000%	5.37549%	$11,250,000	$11,215,872	120	117	11/6/2028	360	357	$63,453.40 	0.05250%	0.00000%	Actual/360	Fee Simple
	25	 	25154385	Franklin Commons	Franklin Commons Associates, LLC	1010-1080 North Morton Street	Franklin	Indiana	Johnson	46131	5.20450%	5.18749%	$10,050,000	$10,050,000	120	118	12/6/2028	360	360	$55,213.58 	0.00500%	0.00000%	Actual/360	Fee Simple
	26	26	25404259	1933 North Meacham	1933 Meacham Road Acquisition LLC and 5420, LLC	1933 North Meacham Road	Schaumburg	Illinois	Cook	60173	4.99400%	4.97699%	$9,700,000	$9,700,000	120	119	1/6/2029	360	360	$52,036.13 	0.00500%	0.00000%	Actual/360	Fee Simple
	27	 	25412916	Craig Promenade	Craig Promenade, LLC	655-775 West Craig Road	North Las Vegas	Nevada	Clark	89032	5.30000%	5.28299%	$9,675,000	$9,665,430	120	119	1/6/2029	360	359	$53,725.73 	0.00500%	0.00000%	Actual/360	Fee Simple
	28	 	25416277	Essex Crossing Site 6	Site 6 CF2 Commercial LLC	175 Delancey Street	New York	New York	New York	10002	5.50000%	5.48299%	$8,750,000	$8,750,000	120	119	1/6/2029	0	0	$40,661.17 	0.00500%	0.00000%	Actual/360	Fee Simple
	29	 	25169599	Church Ranch II	C Ranch I, LLC, C Ranch II, LLC, C Ranch III, LLC and C Ranch IV, LLC	10249 Church Ranch Way	Westminster	Colorado	Jefferson	80021	5.41000%	5.39299%	$8,125,000	$8,109,316	120	118	12/6/2028	360	358	$45,675.11 	0.00500%	0.00000%	Actual/360	Fee Simple
	30	 	25203646	All Storage Fort Worth	All Storage White Settlement, Ltd.	201 South Jim Wright Freeway	White Settlement	Texas	Tarrant	76108	4.71700%	4.69999%	$7,500,000	$7,500,000	120	118	12/6/2028	0	0	$29,890.71 	0.00500%	0.00000%	Actual/360	Fee Simple
	31	 	25203644	All Storage Mayfield	All Storage Mayfield, Ltd.	3000 South Watson Road	Arlington	Texas	Tarrant	76014	4.71700%	4.69999%	$7,000,000	$7,000,000	120	118	12/6/2028	0	0	$27,898.00 	0.00500%	0.00000%	Actual/360	Fee Simple
	32	 	25199982	New Albany Market	New Albany Market Partners LLC	5477-5535 New Albany Road West	New Albany	Ohio	Franklin	43054	5.30800%	5.25099%	$6,372,000	$6,372,000	120	118	12/6/2028	360	360	$35,415.68 	0.04500%	0.00000%	Actual/360	Fee Simple
	33	 	25200196	Airport Plaza	Airport Plaza NC, LLC and VTMS, LLC	2800 Gillespie Street	Fayetteville	North Carolina	Cumberland	28306	5.07000%	5.04299%	$6,037,500	$6,037,500	120	118	12/6/2028	360	360	$32,669.39 	0.01500%	0.00000%	Actual/360	Fee Simple
	34	 	25203646	All Storage McCart	All Storage McCart, Ltd.	3500 McCart Avenue	Fort Worth	Texas	Tarrant	76110	4.83700%	4.81999%	$5,500,000	$5,500,000	120	118	12/6/2028	0	0	$22,477.49 	0.00500%	0.00000%	Actual/360	Fee Simple
	35	 	25663855	Weis Plaza	Weis Plaza, LP	15260 Kutztown Road	Kutztown	Pennsylvania	Berks	19530	5.44000%	5.42299%	$5,500,000	$5,500,000	120	120	2/6/2029	360	360	$31,021.66 	0.00500%	0.00000%	Actual/360	Fee Simple
	36	 	CITI06	Storage Sense Colorado Springs	CSGBSH CO Springs I, LLC	2702 East Yampa Street and 1012 Hathaway Drive	Colorado Springs	Colorado	El Paso	80909	5.45000%	5.43299%	$2,020,000	$2,020,000	120	120	2/6/2029	360	360	$11,406.05 	0.00500%	0.00000%	Actual/360	Fee Simple


 


     


     


    
 

GSMS 2019-GC38


Exhibit B - Mortgage Loan Schedule - Both Loan Sellers 


 


	Control Number	Footnotes	Loan Number	Property Name	Crossed Group	Originator	Mortgage Loan Seller	Carve-out Guarantor	Letter of Credit	Upfront RE Tax Reserve ($)	Ongoing RE Tax Reserve ($)	Upfront Insurance Reserve ($)	Ongoing Insurance Reserve ($)	Upfront Replacement Reserve ($)	Ongoing Replacement Reserve ($)	Replacement Reserve Caps ($)	Upfront TI/LC Reserve ($)	Ongoing TI/LC Reserve ($)	TI/LC Caps ($)	Upfront Debt Service Reserve ($)	Ongoing Debt Service Reserve ($)	Upfront Deferred Maintenance Reserve ($)	Ongoing Deferred Maintenance Reserve ($)	Upfront Environmental Reserve ($)
	1	3, 4, 5, 6	25203633	365 Bond	NAP	GSBI	GSMC	LSG Enterprises LLC	No	$24,180	$24,180	$0	$0	$0	$0	$537,500	$0	$0	$0	$0	$0	$0	$0	$0
	2	7	25205597	Torrance Towne Center	NAP	GSMC	GSMC	Norman R. La Caze and Carole La Caze	No	$70,646	$38,705	$0	$5,790	$100,000	$0	$100,000	$1,550,000	$0	$550,000	$0	$0	$0	$0	$0
	3	4, 8	CITI01	Pace Gallery HQ	NAP	CREFI	CREFI	Samuel G. Weinberg	Yes	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
	4	 	25416277	Heitman Life Storage Portfolio	NAP	GSMC	GSMC	None	No	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
	4.01	 	25416277	East Elliot Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.02	 	25416277	FM 1431	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.03	 	25416277	Rayford Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.04	 	25416277	East Cornwallis Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.05	 	25416277	McNeil Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.06	 	25416277	FM 2222	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.07	 	25416277	South Congress Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.08	 	25416277	Westheimer Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.09	 	25416277	Shell Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.10	 	25416277	Southwest Military Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.11	 	25416277	Old Denton Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.12	 	25416277	West Camelback Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5	9	25420887	Albertsons Industrial - IL	NAP	GSMC	GSMC	USRA Net Lease III Capital Corp.	No	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
	6	4, 10, 11, 12, 13	23884755	Pier 70	NAP	GSMC	GSMC	Julian Robert Orton, III	Yes	$2,267,641	$128,884	$0	$0	$0	$5,380	$175,000	$2,000,000	$0	$2,000,000	$0	$0	$0	$0	$0
	7	 	23925959	Perimeter Square	NAP	GSMC	GSMC	E. Stanley Kroenke	No	$0	$0	$0	$0	$0	$0	$0	$0	$0	$500,000	$0	$0	$0	$0	$0
	8	3, 4, 14, 15	CITI02	3 Park Avenue	NAP	CREFI	CREFI	Charles Steven Cohen	No	$3,668,201	$641,935	$0	$0	$0	$18,543	$1,112,604	$0	$100,000	$3,000,000	$0	$0	$0	$0	$0
	9	16	25404258	Residence Inn Chula Vista	NAP	GSMC	GSMC	Alfred E. Baldwin and Alfred E. Baldwin, as Trustee of the A&D Baldwin Family Trust dated July 11, 1985	No	$71,621	$24,601	$20,419	$2,917	$0	$21,370	$0	$0	$0	$0	$0	$0	$0	$0	$0
	10	4	25199981	145 Clinton	NAP	GSMC	GSMC	DSA Phase I Holdings LLC	No	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
	11	 	CITI03	Vee Pak Industrial Portfolio	NAP	CREFI	CREFI	AG Net Lease III Corp. and AG Net Lease III (SO) Corp.	No	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
	11.01	 	CITI03	6710 River Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.02	 	CITI03	5300-5320 Dansher Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.03	 	CITI03	5321-5331 Dansher Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12	17	25416565	Moxy Denver Cherry Creek	NAP	GSMC	GSMC	Matthew Joblon and Jarrett Posner	No	$0	$0	$0	$0	$0	See Footnote	$0	$0	$0	$0	$0	$0	$0	$0	$0
	13	 	CITI04	North Miami Business Park	NAP	CREFI	CREFI	Kenneth Israel	No	$156,079	$31,216	$2,181	$1,090	$0	$0	$0	$0	$0	$0	$0	$0	$16,738	$0	$0
	14	 	25404257	Dublin Office Portfolio	NAP	GSMC	GSMC	Raymond Massa	No	$593,326	$84,761	$0	$0	$0	$5,131	$0	$2,000,000	$24,432	$3,000,000	$0	$0	$0	$0	$0
	14.01	 	25404257	Parkwood II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.02	 	25404257	Emerald III	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15	4, 18	24831852	5444 & 5430 Westheimer	NAP	GSMC	GSMC	Gulf United Investments Corporation	No	$938,541	$96,267	$0	$0	$0	$6,746	$323,810	$0	$29,167	$1,200,000	$0	$0	$0	$0	$0
	16	19, 20	25404509	PPC Flexible Packaging Portfolio	NAP	GSMC	GSMC	New Mountain Net Lease Corporation and New Mountain Net Lease Partners Corporation	No	$0	$0	$0	$0	$0	$0	$142,290	$0	$0	$711,449	$0	$0	$0	$0	$0
	16.01	 	25404509	PPC Payson	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.02	 	25404509	PPC Rome	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17	 	25670678	Life Time - Fort Worth	NAP	GSMC	GSMC	Bahram Akradi and Stuart Gary Lasher	No	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
	18	21	25417547	Mercury Drive	NAP	GSMC	GSMC	Meshulam Martin	No	$0	$0	$11,202	$0	$0	$0	$0	$0	$12,898	$0	$0	$0	$0	$0	$0
	19	 	25420883	Albertsons Industrial - PA	NAP	GSMC	GSMC	USRA Net Lease III Capital Corp.	No	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
	20	3, 4, 22, 23	CITI05	Fairbridge Office Portfolio	NAP	CREFI	CREFI	Dmitry Gordeev and Fairbridge Partners, LLC	No	$225,883	$56,471	$0	$0	$0	$12,187	$0	$150,000	$70,680	$1,700,000	$0	$0	$155,431	$0	$0
	20.01	 	CITI05	Oak Brook Gateway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.02	 	CITI05	Cornerstone I at Cantera	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21	 	25656522	Jefferson Grove	NAP	GSBI	GSMC	David M. Conwill, Steven B. Kimmelman and Leslie S.R. Leohr	No	$62,339	$31,170	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
	22	24	23821239	WoodSpring Orlando Portfolio	NAP	GSMC	GSMC	Philip A. Cox and Tracy Fleenor	No	$95,180	$11,898	$0	$0	$0	$13,486	$0	$0	$0	$0	$0	$0	$4,950	$0	$0
	22.01	 	23821239	WoodSpring Suites Clermont	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	 	23821239	WoodSpring Suites Clarcona	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23	 	25670803	Bennington Square Apartments	NAP	GSBI	GSMC	Syed Razzaqi	No	$33,165	$16,583	$0	$0	$0	$7,825	$0	$0	$0	$0	$0	$0	$404,730	$0	$0
	24	25	24925768	Mission Point Office	NAP	GSMC	GSMC	Miller-Valentine Partners Ltd. II	No	$124,499	$24,900	$0	$0	$0	$1,901	$0	$500,000	$16,667	$1,000,000	$0	$0	$0	$0	$0
	25	 	25154385	Franklin Commons	NAP	GSMC	GSMC	Robert Ridino	No	$29,956	$14,978	$4,721	$2,361	$0	$0	$0	$0	$7,165	$429,900	$0	$0	$0	$0	$0
	26	26	25404259	1933 North Meacham	NAP	GSMC	GSMC	Jason Fine, Richard Fine, David Tomlinson, Jason Litwack and Stephen L. Weaver	No	$254,167	$50,833	$0	$0	$0	$2,369	$100,000	$450,000	$0	$350,000	$0	$0	$0	$0	$0
	27	 	25412916	Craig Promenade	NAP	GSMC	GSMC	Leon Victor Whitmore III, Joel Ryan Thompson, Rebecca M. Thompson and Lori M. Whitmore	No	$0	$5,916	$29,316	$0	$0	$1,351	$0	$0	$6,755	$250,000	$0	$0	$0	$0	$0
	28	 	25416277	Essex Crossing Site 6	NAP	GSMC	GSMC	DSA Phase 1 Holdings LLC	No	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
	29	 	25169599	Church Ranch II	NAP	GSMC	GSMC	Jerry J. Tepper, Nan Thorne Fogel, Jonathan O. Thorne and Betty J. Gale	No	$69,997	$10,000	$1,486	$743	$0	$1,050	$63,000	$0	$0	$0	$0	$0	$0	$0	$0
	30	 	25203646	All Storage Fort Worth	NAP	GSMC	GSMC	Jay Schuminsky	No	$0	$15,240	$0	$0	$0	$2,008	$72,300	$0	$0	$0	$0	$0	$0	$0	$0
	31	 	25203644	All Storage Mayfield	NAP	GSMC	GSMC	Jay Schuminsky	No	$0	$17,393	$0	$0	$0	$1,638	$58,980	$0	$0	$0	$0	$0	$0	$0	$0
	32	 	25199982	New Albany Market	NAP	GSMC	GSMC	Thomas N. Brigdon II, Tyler M. Lucks, Whitney E. Lucks and Karl Schneider	No	$107,259	$15,323	$0	$0	$0	$578	$34,708	$0	$2,083	$100,000	$0	$0	$0	$0	$0
	33	 	25200196	Airport Plaza	NAP	GSMC	GSMC	Munroe L. Spivock, William J. Spivock, Visit Taveethamcharoen, Munroe L. Spivock and William J. Spivock, as Co-Trustees of the Lewis Investment Trust dated December 21, 2016, William J. Spivock, as Trustee of the WJS Revocable Trust dated September 14, 2018, Munroe L. Spivock, as Trustee of the Munroe L. Spivock Revocable Trust dated July 19, 2013 and Visit Taveethamcharoen, as Trustee of the Visit Taveethamcharoen Trust dated April 28, 2017	No	$0	$5,462	$2,888	$1,444	$0	$410	$25,000	$100,000	$2,083	$150,000	$0	$0	$0	$0	$0
	34	 	25203646	All Storage McCart	NAP	GSMC	GSMC	Jay Schuminsky	No	$0	$17,393	$0	$0	$0	$1,970	$70,920	$0	$0	$0	$0	$0	$0	$0	$0
	35	 	25663855	Weis Plaza	NAP	GSMC	GSMC	Mike M. Nassimi	No	$45,411	$11,353	$0	$0	$0	$1,923	$0	$0	$4,807	$250,000	$0	$0	$39,369	$0	$0
	36	 	CITI06	Storage Sense Colorado Springs	NAP	CREFI	CREFI	George Thacker, Lawrence Charles Kaplan, and Richard Schontz	No	$4,779	$2,390	$8,269	$919	$0	$305	$0	$0	$0	$0	$0	$0	$0	$0	$0


 


     


     


    
 

GSMS 2019-GC38


Exhibit B - Mortgage Loan Schedule - Both Loan Sellers 


 


	Control Number	Footnotes	Loan Number	Property Name	Ongoing Environmental Reserve ($)	Upfront Other Reserve ($)	Ongoing Other Reserve ($)	Other Reserve Description	Grace Period- Default	Grace Period- Late Fee	Cash Management	Lockbox	General Property Type	Prepayment Provision (2)	Interest Accrual Method	Units, Rooms, Sq Ft	Unit Description
	1	3, 4, 5, 6	25203633	365 Bond	$0	$0	$0	 	0	0	Springing	Hard (Tenants) / Soft (Parking Garage)	Multifamily	Lockout/26_Defeasance/30_0%/4	Actual/360	430	Units
	2	7	25205597	Torrance Towne Center	$0	$87,733	$0	Ground Rent Reserve	0	0	Springing	Springing	Retail	Lockout/26_>YM or 1%/90_0%/4	Actual/360	265,538	SF
	3	4, 8	CITI01	Pace Gallery HQ	$0	$6,792,677	$0	Core and Shell Work Reserve	0	0	Springing	Springing	Mixed Use	Lockout/24_Defeasance or >YM or 1%/93_0%/3	Actual/360	74,563	SF
	4	 	25416277	Heitman Life Storage Portfolio	$0	$0	$0	 	0	0	Springing	Soft	 	Lockout/25_Defeasance/91_0%/4	Actual/360	772,483	SF
	4.01	 	25416277	East Elliot Road	 	 	 	 	 	 	 	 	Self Storage	 	 	71,823	SF
	4.02	 	25416277	FM 1431	 	 	 	 	 	 	 	 	Self Storage	 	 	99,292	SF
	4.03	 	25416277	Rayford Road	 	 	 	 	 	 	 	 	Self Storage	 	 	65,540	SF
	4.04	 	25416277	East Cornwallis Road	 	 	 	 	 	 	 	 	Self Storage	 	 	78,185	SF
	4.05	 	25416277	McNeil Drive	 	 	 	 	 	 	 	 	Self Storage	 	 	93,212	SF
	4.06	 	25416277	FM 2222	 	 	 	 	 	 	 	 	Self Storage	 	 	58,953	SF
	4.07	 	25416277	South Congress Avenue	 	 	 	 	 	 	 	 	Self Storage	 	 	51,637	SF
	4.08	 	25416277	Westheimer Road	 	 	 	 	 	 	 	 	Self Storage	 	 	57,531	SF
	4.09	 	25416277	Shell Road	 	 	 	 	 	 	 	 	Self Storage	 	 	52,722	SF
	4.10	 	25416277	Southwest Military Drive	 	 	 	 	 	 	 	 	Self Storage	 	 	48,657	SF
	4.11	 	25416277	Old Denton Road	 	 	 	 	 	 	 	 	Self Storage	 	 	51,431	SF
	4.12	 	25416277	West Camelback Road	 	 	 	 	 	 	 	 	Self Storage	 	 	43,500	SF
	5	9	25420887	Albertsons Industrial - IL	$0	$0	$0	 	0	0	In Place	Hard	Industrial	Lockout/11_>YM or 1%/105_0%/4	Actual/360	1,561,613	SF
	6	4, 10, 11, 12, 13	23884755	Pier 70	$0	$20,946,954	$0	Unfunded Obligations Reserve ($14,800,299.50), Restoration Hardware Reserve ($4,093,962.40), Buildings 102 and 113 Capital Expenditure Reserve ($2,000,000), Port Loan Reserve ($52,692.24)	0	5	In Place	Hard	Mixed Use	Lockout/28_Defeasance/88_0%/4	Actual/360	322,814	SF
	7	 	23925959	Perimeter Square	$0	$0	$0	 	0	0	Springing	Springing	Retail	Lockout/27_>YM or 1%/89_0%/4	Actual/360	186,059	SF
	8	3, 4, 14, 15	CITI02	3 Park Avenue	$0	$0	$0	 	0	0	Springing	Hard	Office	Lockout/26_Defeasance/87_0%/7	Actual/360	667,446	SF
	9	16	25404258	Residence Inn Chula Vista	$0	$0	$0	 	0	0	Springing	Springing	Hospitality	Lockout/26_Defeasance/89_0%/5	Actual/360	148	Rooms
	10	4	25199981	145 Clinton	$0	$1,016,150	$0	Unfunded Obligations Reserve	0	2	Springing	Hard	Retail	Lockout/26_Defeasance/90_0%/4	Actual/360	67,217	SF
	11	 	CITI03	Vee Pak Industrial Portfolio	$0	$0	$0	 	0	0	Springing	Hard	 	Lockout/24_Defeasance or >YM or 1%/90_0%/6	Actual/360	546,591	SF
	11.01	 	CITI03	6710 River Road	 	 	 	 	 	 	 	 	Industrial	 	 	300,000	SF
	11.02	 	CITI03	5300-5320 Dansher Road	 	 	 	 	 	 	 	 	Industrial	 	 	161,591	SF
	11.03	 	CITI03	5321-5331 Dansher Road	 	 	 	 	 	 	 	 	Industrial	 	 	85,000	SF
	12	17	25416565	Moxy Denver Cherry Creek	$0	$0	$0	 	3 days grace, once per trailing 12-month period, monthly payments of debt service only	0	Springing	Hard	Hospitality	Lockout/25_Defeasance/91_0%/4	Actual/360	170	Rooms
	13	 	CITI04	North Miami Business Park	$0	$0	$0	 	0	0	Springing	Springing	Mixed Use	Lockout/24_Defeasance/92_0%/4	Actual/360	214,568	SF
	14	 	25404257	Dublin Office Portfolio	$0	$1,772,020	$0	Unfunded Obligations Reserve	0	0	Springing	Springing	 	Lockout/26_Defeasance/87_0%/7	Actual/360	293,180	SF
	14.01	 	25404257	Parkwood II	 	 	 	 	 	 	 	 	Office	 	 	164,900	SF
	14.02	 	25404257	Emerald III	 	 	 	 	 	 	 	 	Office	 	 	128,280	SF
	15	4, 18	24831852	5444 & 5430 Westheimer	$0	$1,483,320	$0	Free Rent Reserve ($825,329), Unfunded Obligations Reserve ($657,991)	0	0	Springing	Hard	Office	Lockout/27_>YM or 1%/88_0%/5	Actual/360	404,762	SF
	16	19, 20	25404509	PPC Flexible Packaging Portfolio	$0	$0	$0	 	0	0	Springing	Hard	 	Lockout/25_Defeasance/91_0%/4	Actual/360	474,299	SF
	16.01	 	25404509	PPC Payson	 	 	 	 	 	 	 	 	Industrial	 	 	379,627	SF
	16.02	 	25404509	PPC Rome	 	 	 	 	 	 	 	 	Industrial	 	 	94,672	SF
	17	 	25670678	Life Time - Fort Worth	$0	$0	$0	 	0	0	Springing	Hard	Retail	Lockout/24_Defeasance/92_0%/4	Actual/360	123,359	SF
	18	21	25417547	Mercury Drive	$0	$0	$0	 	0	0	Springing	Hard	Office	Lockout/25_Defeasance/91_0%/4	Actual/360	193,463	SF
	19	 	25420883	Albertsons Industrial - PA	$0	$0	$0	 	0	0	In Place	Hard	Industrial	Lockout/11_>YM or 1%/105_0%/4	Actual/360	1,539,407	SF
	20	3, 4, 22, 23	CITI05	Fairbridge Office Portfolio	$0	$2,908,094	$0	Unfunded Obligations Reserve ($2,321,973.61), Gap Rent Reserve ($586,120.83)	0	0	Springing	Springing	 	Lockout/26_Defeasance/90_0%/4	Actual/360	385,525	SF
	20.01	 	CITI05	Oak Brook Gateway	 	 	 	 	 	 	 	 	Office	 	 	233,050	SF
	20.02	 	CITI05	Cornerstone I at Cantera	 	 	 	 	 	 	 	 	Office	 	 	152,475	SF
	21	 	25656522	Jefferson Grove	$0	$0	$0	 	0	0	None	None	Multifamily	Lockout/24_Defeasance/92_0%/4	Actual/360	116	Units
	22	24	23821239	WoodSpring Orlando Portfolio	$0	$0	$0	 	0	0	Springing	Springing	 	Lockout/28_>YM or 3%/29_0%/3	Actual/360	226	Rooms
	22.01	 	23821239	WoodSpring Suites Clermont	 	 	 	 	 	 	 	 	Hospitality	 	 	121	Rooms
	22.02	 	23821239	WoodSpring Suites Clarcona	 	 	 	 	 	 	 	 	Hospitality	 	 	105	Rooms
	23	 	25670803	Bennington Square Apartments	$0	$35,000	$0	Excess Flood Insurance Premium Reserve	0	0	Springing	Soft	Multifamily	Lockout/24_>YM or 1%/92_0%/4	Actual/360	313	Units
	24	25	24925768	Mission Point Office	$0	$362,918	$0	Unfunded Obligations Reserve	0	0	Springing	Springing	Office	Lockout/27_Defeasance/89_0%/4	Actual/360	91,232	SF
	25	 	25154385	Franklin Commons	$0	$0	$0	 	0	0	Springing	Springing	Retail	Lockout/26_Defeasance/90_0%/4	Actual/360	85,980	SF
	26	26	25404259	1933 North Meacham	$0	$838,654	$0	Unfunded Obligations Reserve	0	0	Springing	Springing	Office	Lockout/25_Defeasance/90_0%/5	Actual/360	142,164	SF
	27	 	25412916	Craig Promenade	$0	$0	$0	 	0	0	Springing	Hard	Retail	Lockout/25_Defeasance/91_0%/4	Actual/360	81,057	SF
	28	 	25416277	Essex Crossing Site 6	$0	$2,750,968	$0	Unfunded Obligations Reserve	0	0	Springing	Hard	Office	Lockout/25_Defeasance/91_0%/4	Actual/360	28,630	SF
	29	 	25169599	Church Ranch II	$0	$327,300	$0	Staples Expansion Improvement Contribution Reserve	0	0	Springing	Springing	Office	Lockout/26_Defeasance/90_0%/4	Actual/360	63,057	SF
	30	 	25203646	All Storage Fort Worth	$0	$0	$0	 	0	0	Springing	Springing	Self Storage	Lockout/26_Defeasance/89_0%/5	Actual/360	141,405	SF
	31	 	25203644	All Storage Mayfield	$0	$0	$0	 	0	0	Springing	Springing	Self Storage	Lockout/26_Defeasance/89_0%/5	Actual/360	138,970	SF
	32	 	25199982	New Albany Market	$0	$0	$0	 	0	0	Springing	Springing	Retail	Lockout/26_Defeasance/89_0%/5	Actual/360	34,708	SF
	33	 	25200196	Airport Plaza	$0	$21,000	$0	Unfunded Obligations Reserve	0	15	Springing	Springing	Retail	Lockout/26_Defeasance/89_0%/5	Actual/360	41,000	SF
	34	 	25203646	All Storage McCart	$0	$0	$0	 	0	0	Springing	Springing	Self Storage	Lockout/26_Defeasance/89_0%/5	Actual/360	154,514	SF
	35	 	25663855	Weis Plaza	$0	$280,721	$0	Unfunded Obligations Reserve	0	0	Springing	Hard	Retail	Lockout/24_Defeasance/92_0%/4	Actual/360	115,340	SF
	36	 	CITI06	Storage Sense Colorado Springs	$0	$0	$0	 	0	0	Springing	Springing	Self Storage	Lockout/24_Defeasance/92_0%/4	Actual/360	32,945	SF


 


     


     


    

 


GSMS 2019-GC38


Exhibit B - Mortgage Loan Schedule - Both Loan Sellers 


 


	1	The monthly debt service shown for Mortgage Loans with a partial interest-only period reflects the amount payable after the expiration of the interest-only period. 
	2	The open period is inclusive of the Maturity Date / ARD.
	3	The lockout period will be at least 26 payment dates beginning with and including the first payment date of January 2019. For the purpose of this prospectus, the assumed lockout period of 26 payment dates is based on the expected GSMS 2019-GC38 securitization closing date in February 2019. The actual lockout period may be longer.
	4	The Mortgage Loan is part of a whole loan structure.
	5	On each Due Date during the continuance of a DSCR Trigger Period or during the continuance of an event of default under the Whole Loan, the borrower is required to fund a replacement reserve in an amount equal to approximately $8,958. A DSCR Trigger Period has been continuing since origination. As of the origination of the Whole Loan, the debt service coverage ratio (as calculated under the loan documents) of the Whole Loan and the Mezzanine Loans was approximately 1.14x. A “DSCR Trigger Period” means each period commencing when the DSCR (as calculated under the loan documents) of the Whole Loan and the Mezzanine Loans, based on the trailing three-month period as of any date of determination, is less than 1.15x, and ending when the DSCR (as calculated under the loan documents) of the Whole Loan and the Mezzanine Loans, for the two consecutive calendar quarters immediately preceding the date of determination based upon the trailing three-month period immediately preceding such date of determination, is at least 1.15x (provided there is no continuing event of default under the Whole Loan or any Mezzanine Loan).
	6	On each business day during the continuance of a Trigger Period, all amounts in the lockbox account are required to be remitted to a lender-controlled cash management account. A DSCR Trigger Period has been continuing since origination. As of the origination of the Whole Loan, the debt service coverage ratio (as calculated under the loan documents) of the Whole Loan and the Mezzanine Loans was approximately 1.14x. A “Trigger Period” means each period (i) during the continuation of an event of default under the Whole Loan or a Mezzanine Loan, (ii) commencing upon any bankruptcy or similar insolvency proceeding with respect to the property manager, and ending when the borrower replaces the property manager (if such replacement occurs within 60 days of such bankruptcy action), (iii) from and after any bankruptcy or similar insolvency proceeding with respect to the borrower, and (iv) during the continuance of a DSCR Trigger Period.
	7	On each Due Date, the borrower is required to deposit into the (i) tax reserve account an Ongoing RE Tax Reserve amount equal to one-twelfth of the property taxes that the lender reasonably estimates will be payable during the next ensuing 12 months, except for any portion of property taxes that the Kohl’s Department Store (GL) tenant is paying, (ii) insurance reserve account an Ongoing Insurance Reserve amount equal to one-twelfth (one-eleventh for the first year) of the insurance premiums that the lender reasonably estimates will be payable during the next ensuing 12 months (or the next ensuing 11 months for the first year), (iii) ground rent reserve account an Ongoing Other Reserve amount equal to one-twelfth of the ground rents that the lender reasonably estimates will be payable during the next ensuing 12 months, unless the borrower is paying the ground rent (in which case, the borrower will be required to maintain on reserve an amount equal to one month of ground rent), (iv) TI/LC reserve account an Ongoing TI/LC Reserve amount equal to $16,580, unless the amount contained in such reserve is equal to at least $550,000 (excluding termination proceeds), (v) replacement reserve account an Ongoing Replacement Reserve amount of approximately $4,421 (or $2,826 for so long as the Rollover Tenant is required to pay for all capital expenditures relating to its premises and there is no continuing event of default under the Loan or any lease with a Rollover Tenant), unless the amount contained in such reserve is equal to at least $100,000. A “Rollover Tenant” means (i) Kohl’s Department Stores, Inc. and (ii) any successor tenant to the Kohl’s Department Stores, Inc. leased premises.
	8	The lockout period will be at least 24 payment dates beginning with and including the first payment date of March 2019. For the purpose of this prospectus, the assumed lockout period of 24 payment dates is based on the expected GSMS 2019-GC38 securitization closing date in February 2019. The actual lockout period may be longer.
	9	Commencing on the Anticipated Repayment Date, the interest rate increases to greater of (i) the interest rate that was otherwise applicable to such note or note component prior to the Anticipated Repayment Date plus 300 basis points, (ii) 6.8600%, and (iii) the 5-year swap rate as of two business days prior to the Anticipated Repayment Date plus 414 basis points.
	10	The Whole Loan is structured with a hard lockbox. The borrower is required to direct the tenants (other than the tenants leasing space that is subject to the master lease) to pay rent directly to a lender-controlled lockbox account and the borrower is required to cause all cash revenues relating to the Mortgaged Property (including rents received from the master tenant under the master lease) and all other money received by the borrower or the property manager with respect to the Mortgaged Property (other than (i) tenant security deposits required to be held in escrow accounts and (ii) amounts due to the master tenant under the leases relating to space that is subject to the master lease) to be deposited into such lockbox account or a lender-controlled cash management account within one business day of receipt.
	11	On each Due Date, if and to the extent the amount contained in the TI/LC reserve account is less than $2,000,000, the borrower is required to deposit into the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to $40,352.
	12	The borrower will be required to fund (i) with respect to the Participation Rent, on each payment date beginning on the date at which the developer recoups their equity and achieves an initial return on investment (the “Developer Equity Repayment Date”) and (ii) with respect to the Minimum Rent, on each payment date beginning on the 10th anniversary of the Developer Equity Repayment Date, the ground rent reserve in a monthly amount equal to 1/12 of the applicable amount of ground rent that the lender reasonably estimates will be payable during the next ensuing 12 months.
	13	On or prior to the date that is the earlier to occur of (i) June 1, 2024 or (ii) 90 days prior to the fifth anniversary of the date on which the last historic building is placed in service for purposes of Section 47(b) of the Internal Revenue Code, either (i) the borrower will be required to either escrow, or provide a letter of credit equal to, an amount equal to $1,018,323 (or such larger amount as the lender determines in good faith is the estimated price of the Put Option) or (ii) all amounts in the cash management account in excess of debt service, operating expenses and required reserves (other than the major tenant and excess cash flow reserves) will be reserved in the Put Option reserve (subject to a cap of $1,018,323 or such larger amount as the lender determines in good faith is the estimated price of the Put Option).
	14	(i) On each Due Date on which the balance in the TI/LC reserve is below $2,000,000, the borrower is required to deposit an amount equal to $100,000; (ii) on each Due Date on which the balance in the TI/LC reserve is equal to or greater than $2,000,000 and below $3,000,000, the borrower is required to deposit a monthly amount equal to $50,000 and (iii) if the balance in the TI/LC reserve account is equal to or greater than $3,000,000, the borrower is not required to make monthly deposits in to the TI/LC reserve account.
	15	The borrower is required under the related loan documents to pay for and perform 100% of the unfunded landlord obligations ($1,523,458) and deferred maintenance ($28,500, which is the estimated cost according to the engineering report) at the Mortgaged Property. If an event of default has occurred and is continuing, or if the borrower has breached any requirements under the loan documents, the borrower is required to deliver cash or a letter of credit to the lender in the amount that the lender determines is necessary to complete all unfunded landlord obligations, deferred maintenance and any remaining unfunded free rent obligations.
	16	The Ongoing Replacement Reserve is an FF&E reserve in an amount equal to (i) for the Due Dates occurring in January 2019 through December 2019, approximately $21,370, (ii) for the Due Dates occurring in January 2020 through December 2020, the greater of (a) the monthly amount required to be reserved pursuant to the franchise agreement for the replacement of FF&E or (b) 1/12th of 3% of the operating income of the Mortgaged Property for the previous 12-month period as determined on the anniversary of the last day of the calendar month in December and (iii) thereafter the greater of (a) the monthly amount required to be reserved pursuant to the franchise agreement for the replacement of FF&E or (b) 1/12th of 4% of the operating income of the Mortgaged Property for the previous 12-month period as determined on the anniversary of the last day of the calendar month in December.
	17	The Ongoing Replacement Reserve is an FF&E reserve in an amount equal to (i) for the Due Dates occurring in February 2019 through January 2020, the greater of (a) the monthly amount required to be reserved pursuant to the franchise agreement or the management agreement for the replacement of FF&E or (b) 1/12th of 2.0% of the operating income of the Mortgaged Property for the previous 12-month period as determined on the anniversary of the last day of the calendar month in December; (ii) for the Due Dates which occur in February 2020 through January 2021, the greater of (a) the monthly amount required to be reserved pursuant to the franchise agreement and the management agreement for the replacement of FF&E or (b) 1/12th of 3.0% of the operating income of the Mortgaged Property for the previous 12-month period as determined on the anniversary of the last day of the calendar month in December; and (iii) thereafter, the greater of (a) the monthly amount required to be reserved pursuant to the franchise agreement for the replacement of FF&E or (b) 1/12th of 4.0% of the operating income of the Mortgaged Property for the previous 12-month period as determined on the anniversary of the last day of the calendar month in December.
	18	If on July 1, 2022, the balance of funds on deposit in the TI/LC reserve account (such amount, the “2022 TI/LC Balance”) is less than $1,200,000, beginning on the payment date occurring in July 2022, and on each subsequent payment date occurring during the remainder of calendar year 2022 (through and including the payment date occurring in December 2022), in lieu of depositing $29,167, the borrower is required to deposit into the TI/LC reserve account, in equal monthly installments, an amount equal to 1/6th of the difference between the 2022 TI/LC Balance and $1,200,000. For the avoidance of doubt, beginning with the payment date occurring in January 2023, and on each payment date thereafter, the borrower will recommence deposits of $29,167.
	19	The Replacement Reserve Cap is calculated as the product of (x) $0.30 times (y) the aggregate number of rentable square feet then contained in the Mortgaged Properties. As of the Cut-off Date, the aggregate number of rentable square feet is 474,299.
	20	The TI/LC Cap is calculated as the product of (x) $1.50 times (y) the aggregate number of rentable square feet then contained in the Mortgaged Properties. As of the Cut-off Date, the aggregate number of rentable square feet is 474,299.
	21	Commencing on the Due Date that occurs on the initial Maturity Date, the interest rate increases to the greater of (i) the interest rate plus 300 basis points or (ii) the swap rate as of the initial Maturity Date plus 513 basis points.
	22	The TI/LC Caps ($) will be $1,700,000 commencing on the Due Date in January 2021.
	23	On each Due Date, the borrower is required to deposit $70,680 into the Ongoing TI/LC Reserve ($) account commencing on the First Due Date in January 2019 through the Due Date occurring in December 2020. On the Due Date occurring in January 2021 and thereafter, the borrower is required to deposit $38,553 into the Ongoing TI/LC Reserve ($) account.
	24	The Ongoing Replacement Reserve is an FF&E reserve in an amount equal to (i) $13,486 for the Due Dates which occur in November 2018 through October 2019 and (ii) thereafter, the greater of (a) the monthly amount required to be reserved pursuant to the franchise agreement for the replacement of FF&E or (b) 1/12th of 4.0% of the operating income of the Mortgaged Property for the previous 12-month period as determined on the anniversary of the last day of the calendar month in September.
	25	The borrower is required to deposit into the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to (i) on the Due Date in December 2018 and on each Due Date thereafter through and including the Due Date in November 2019, $16,667, (ii) on the Due Date in December 2019 and on each Due Date thereafter through and including the Due Date in November 2020, $12,500, and (iii) on the Due Date in December 2020 and on each Due Date thereafter, $8,333.
	26	On each Due Date, if and to the extent the amount contained in the TI/LC reserve account is less than $350,000, the borrower is required to deposit into the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to $12,500.




 






     


     


    



 


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 2019-GC38


 


GS Mortgage Securities Corporation II

200 West Street 


New York, New York 10282


Attention: Leah Nivison


 


		Re:	Transfer of GS Mortgage
                                         Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38
                                         



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing
Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, on behalf of the holders of GS Mortgage Securities Trust 2019-GC38,
Commercial Mortgage Pass-Through Certificates, Series 2019-GC38 (the “Certificates”) in connection with the
transfer by _________________ (the “Seller”) to the undersigned (the “Purchaser”) of $_______________
aggregate Certificate Balance of Class ___ Certificates (the “Certificate”). Capitalized terms used and
not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.          Check
one of the following:*


 


		☐	The
Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution that is an “accredited investor”
(an “Institutional Accredited Investor”) within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation
D under the



 





 



 


* Purchaser must include one
of the following two certifications.


 







    Exhibit C-1


     


    

 

Securities Act of 1933, as amended (the “Securities Act”)
or any entity in which all of the equity owners come within such paragraphs and has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of its investment in the Certificates, and the Purchaser
and any accounts for which it is acting are each able to bear the economic risk of the Purchaser’s or such account’s
investment. The Purchaser is acquiring the Certificates purchased by it for its own account or for one or more accounts, each of
which is an Institutional Accredited Investor, as to each of which the Purchaser exercises sole investment discretion. The Purchaser
hereby undertakes to reimburse the Trust Fund for any costs incurred by it in connection with this transfer.


 

		☐	The Purchaser is a “qualified institutional buyer” (a “QIB”) within
the meaning of Rule 144A (“Rule 144A”) under the Securities Act. The Purchaser is aware that the transfer is
being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be provided
pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.          The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view
to, or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate)
to Institutional Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate
Registrar of a letter substantially in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel
acceptable to the Trustee and Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities
Act, (y) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such
reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws and (z) a written undertaking
to reimburse the Trust Fund for any costs incurred by it in connection with the proposed transfer. The Purchaser understands that
the Certificate (and any subsequent Certificate) has not been registered under the Securities Act, by reason of a specified exemption
from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the Purchaser’s
investment intent (or intent to reoffer, resell, pledge or transfer the Certificate only to certain investors in certain exempted
transactions) as expressed herein.


 


3.          The
Purchaser has reviewed the Prospectus relating to the Offered Certificates (and, with respect to Non-Registered Certificates, 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 2019-GC38


 


		Re:	GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through
Certificates, Series 2019-GC38 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of February 1, 2019, by and among GS Mortgage Securities Corporation II, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer



 





	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


 



    Exhibit D-1-1


     


    

 


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


 


4.          The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.          The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.          No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.          The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.          Check
the applicable paragraph:


 


☐          The present
value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum
of:


 


(i)          the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)         the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)        the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 






    Exhibit D-1-2


     


    

 


For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the
Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b)
of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for
the month of the transfer and the compounding period used by the Purchaser.


 


☐          The transfer
of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)          the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as
to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)        at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)       the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)       the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐          None of the
above.


 


9.          The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.        The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.        The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 






    Exhibit D-1-3


     


    

 


12.        The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a
Permitted Transferee.


 


13.        The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.        The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.        The Purchaser consents to the designation of the Certificate Administrator as the “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 2019-GC38


 


		Re:	GS Mortgage
                                         Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38,
                                         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 February 1, 2019 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. 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 Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – GSMS 2019-GC38


  


With a copy to: riskretentioncustody@wellsfargo.com


 


Goldman Sachs Mortgage Company,

as Retaining Sponsor

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through
Certificates, Series 2019-GC38 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of February 1, 2019, between GS Mortgage Securities Corporation II, as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.



 


Ladies and Gentlemen:


 


[_____] (the “Purchaser”)
hereby certifies, represents and warrants to each of the addressees hereto:


 


		1.	The Purchaser is acquiring (the “Transfer”) $[_____] aggregate Certificate Balance
of the Class [E-RR][F-RR][G-RR][H-RR][I-RR] Certificates from [_____] (the “Transferor”).



 






    Exhibit D-3-1


     


    

 


		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.



 


		3.	The Transfer is in compliance with any applicable credit risk retention agreement in effect between
the Retaining 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, Citigroup
Global Markets Inc., Academy Securities, Inc. and 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 Retaining Sponsor a new credit risk retention agreement in accordance
with the Risk Retention Agreement.



 


		B.	If required by the Retaining Sponsor, an affiliate of the Purchaser will execute and deliver a
guaranty, if required under the Risk Retention Agreement.



 






    Exhibit D-3-2


     


    

 


		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 HRR Transfer Restriction Period.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________,
20__.


 





	 	By:
    	 
	 	 	Name:
	 	 	Title:


 




    Exhibit D-3-3


     


    

 


EXHIBIT D-4


 


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS
OF THE HRR CERTIFICATES


 


[Date]


 



Wells Fargo Bank, National Association


as Certificate Administrator


9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – GSMS 2019-GC38


 


With a copy to: riskretentioncustody@wellsfargo.com


 


Goldman Sachs Mortgage Company,

as Retaining Sponsor

Email: leah.nivison@gs.com

Email: joe.osbourne@gs.com

Email: gs-refgsecuritization@gs.com


 


GS Mortgage Securities Corporation II

Email: leah.nivison@gs.com

Email: joe.osbourne@gs.com

Email: gs-refgsecuritization@gs.com


 


Cadwalader, Wickersham & Taft, LLP

200 Liberty Street

New York, New York 10281

Email: lisa.pauquette@cwt.com


 


		Re:	GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through
Certificates, Series 2019-GC38 (the “Certificates”)



 


Ladies and Gentlemen:


 


This is delivered to
you in connection with the transfer (the “Transfer”) by [______] (the “Transferor”) to [______]
(the “Transferee”) of [$[_____] aggregate Certificate Balance of the Class [E-RR][F-RR][G-RR][H-RR][I-RR] Certificates].
The Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling
and Servicing Agreement”), between GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized terms used but not otherwise defined herein shall
have the respective meanings


 



    Exhibit D-4-1


     


    

 


set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you that:


 


		1.	The Transfer is in compliance with any applicable credit risk retention agreement in effect between
the Retaining 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, Citigroup Global Markets Inc., Academy Securities, Inc. and 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 HRR Transfer Restriction Period.


 


		4.	The Transferor certifies, represents and warrants to you that the Transferor has provided notice
of the Transfer to the Retaining Sponsor and [check one of the following]:



 


☐           The
Retaining Sponsor has consented to the Transfer, a copy of which is attached hereto.


  


☐           At
least ten (10) Business Days have passed since the Retaining Sponsor’s receipt of such written notice, and the Retaining
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-4. The Transferor does not know or believe that any
representation contained therein is false.



 






    Exhibit D-4-2


     


    

 


IN WITNESS WHEREOF, the
Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________,
20__.


 


	 	[TRANSFEROR]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 




    Exhibit D-4-3


     


    

 


EXHIBIT D-5


 


FORM OF REQUEST OF RETAINING 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 2019-GC38


Email: RiskRetentionCustody@wellsfargo.com


  


TO BE SENT BY ELECTRONIC MAIL TO THE RETAINING
SPONSOR BY WELLS FARGO


Goldman Sachs Mortgage Company,


as Retaining Sponsor


Email: leah.nivison@gs.com


Email: joe.osbourne@gs.com


Email: gs-refgsecuritization@gs.com


  


GS Mortgage Securities Corporation II,


as Depositor


Email: leah.nivison@gs.com


Email: joe.osbourne@gs.com


Email: gs-refgsecuritization@gs.com


  


Cadwalader, Wickersham & Taft, LLP


200 Liberty Street


New York, New York 10281


Email: lisa.pauquette@cwt.com


 


		Re:	GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through
Certificates, Series 2019-GC38 (the “Certificates”)



 


Ladies and Gentlemen:


 


This is delivered to
you in connection with the release (the “Release”) of $[_____] aggregate Certificate Balance of the Class [E-RR][F-RR][G-RR][H-RR][I-RR]
Certificates from the Third Party Purchaser Safekeeping Account [and, in connection with the termination of the Risk Retention
Rule, request to convert such Class HRR Certificates to a Book-Entry Certificate pursuant to the enclosed transfer certificate].


 






    Exhibit D-5-1


     


    

 


The Certificates were
issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
between GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer. 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 2019-GC38

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 2019-GC38
	 	 	 
	 	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 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38


  


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 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38, 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 February 1, 2019, by and among GS Mortgage Securities Corporation
II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,


 



    Exhibit E-1


     


    

 


National
Association, as Trustee, and Pentalpha Surveillance 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
2019-GC38


 


GS Mortgage Securities Corporation II

200 West Street


New York, New York, 10282


Attention: Leah Nivison


 


		Re:	Transfer of GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates,
Series 2019-GC38



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase US$[___] aggregate Certificate Balance in the GS Mortgage Securities Trust
2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38, Class [F-RR][G-RR][H-RR][I-RR] Certificates issued
pursuant to that certain Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer. 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:


 


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) or 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 account”
(as such term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances
whereby the


 



    Exhibit F-1-1


     


    

 


purchase and holding of Certificates by
such insurance company will be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and III
of PTCE 95-60 (or, in the case of a Plan subject to Similar Law, where the acquisition, holding and disposition of such Certificates
will not constitute or result in a non-exempt violation of applicable Similar Law).


 





IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 


	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date: _________


 




    Exhibit F-1-2


     


    

 


EXHIBIT F-2


 


Form
of ERISA Representation Letter

regarding [CLASS R Certificates][CLASS S CERTIFICATES]


 


[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 2019-GC38


  


[Transferor]


[______]


[______]


Attention: [______]


 


		Re:	GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through
Certificates, Series 2019-GC38



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [__]% Percentage Interest in [the GS Mortgage Securities Trust 2019-GC38,
Commercial Mortgage Pass-Through Certificates, Series 2019-GC38, Class [R][S] Certificates (the “Class [R][S] Certificate”)
issued] pursuant to that certain Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling and Servicing
Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used and not otherwise defined herein have the
respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you that, with respect to the [Class [R][S] Certificate], 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][S] 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


 


 




    Exhibit G-1


     


    





	 

                            

                            
	 	 	 
		GS Mortgage Securities Trust 2019 GC38
 

                                                

                                               Commercial Mortgage Pass-Through Certificates
 

Series 2019-GC38
	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	Distribution Date:	3/12/19
	8480 Stagecoach Circle	Record Date:	2/28/19
	Frederick, MD 21701-4747	Determination Date:	3/6/19



	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION DATE STATEMENT	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Table of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT
    SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate 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	 	 	 
	 	 	 	 	Supplemental Reporting	23	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Depositor	 	 	 	Master
    Servicer	 	 	 	Special
    Servicer	 	 	 	Asset Representations 



	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Reviewer/Operating Advisor






	 	 
	 	 	GS
                                         Mortgage Securities Corporation II 
	 	 	 	Wells Fargo Bank, National Association	 	 	 	Midland Loan Services, a Division of PNC Bank,	 	 	 	Pentalpha Surveillance LLC	 	 
	 	 	 	 	 	 	 	 	 	 	 National Association	 	 	 	 	 	 
	 	 	200 West Street	 	 	 	Three Wells Fargo, MAC D1050-084	 	 	 	10851 Mastin Street	 	 	 	375 North French Road	 	 
	 	 	New York, NY 10282	 	 	 	401 S. Tryon Street, 8th Floor	 	 	 	Building 82, Suite 300	 	 	 	Suite 100	 	 
	 	 	 	 	 	 	Charlotte, NC 28202	 	 	 	Overland Park, KS 66210	 	 	 	Amherst, NY 14228	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Contact:              Leah
    Nivison	 	 	 	Contact:  	 	 	 	Contact:                Heather Wagner	 	 	 	Contact:                Don Simon	 	 
	 	 	Phone Number:   (212) 902-1000	 	 	 	 REAM_InvestorRelations@wellsfargo.com                          	 	 	 	Phone Number:     (913) 253-9570	 	 	 	Phone Number:     (203) 660-6100	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 23


 







    G-1 


     


    

 







	 	 	 	 
		GS Mortgage Securities Trust 2019 GC38


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GC38	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	Distribution Date:	3/12/19
	8480 Stagecoach Circle	Record Date:	2/28/19
	Frederick, MD 21701-4747	Determination Date:	3/6/19






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate 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-RR	 	 	 	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	 	 
	 	 	I-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	S	 	 	 	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 23


 



    G-2 


     


    

 


	 	 	 	 
		GS Mortgage Securities Trust 2019 GC38


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GC38	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	Distribution Date:	3/12/19
	8480 Stagecoach Circle	Record Date:	2/28/19
	Frederick, MD 21701-4747	Determination Date:	3/6/19




	 	 	 	 	 	 	 	 	 	 
	Certificate
    Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

Balance
	Principal

Distribution
	Interest

Distribution
	Prepayment

Premium
	Realized
Loss/

Additional Trust

Fund Expenses
	Ending

Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-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-RR	 	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	 
	 	I-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	S	 	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 23


 



    G-3 


     


    

 















	 	 	 	 
		GS Mortgage Securities Trust 2019 GC38


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GC38	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	Distribution Date:	3/12/19
	8480 Stagecoach Circle	Record Date:	2/28/19
	Frederick, MD 21701-4747	Determination Date:	3/6/19





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation
    Detail	 	 
	 	 	Principal Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    Principal	 	Unscheduled Principal	 	Principal Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Interest Reconciliation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual

    Days	 	Accrued 

Certificate

    Interest	 	Net
    Aggregate

    Prepayment

    Interest Shortfall	 	Distributable 

Certificate

Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC
    CAP

    Shortfall	 	Interest

Shortfall/(Excess)	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable
 Certificate Interest	 	 
	 	 	A-1	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-2	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-3	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-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-RR	 	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  
    	 	 
	 	 	I-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 23


 



    G-4 


     


    



 


	 	 	 	 
		GS Mortgage Securities Trust 2019 GC38


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GC38	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	Distribution Date:	3/12/19
	8480 Stagecoach Circle	Record Date:	2/28/19
	Frederick, MD 21701-4747	Determination Date:	3/6/19









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Funds (1)	 	  0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Controlling Class
    Information	 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Controlling Class: I-RR	 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 	Effective as of: 3/6/2019	 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App.
    Reduction	 	 	 
	 	 	 	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(1) The Available Funds amount includes any Prepayment Premiums.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Page 5  of 23


 



    G-5 


     


    




 


	 	 	 	 
		GS Mortgage Securities Trust 2019 GC38


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GC38	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	Distribution Date:	3/12/19
	8480 Stagecoach Circle	Record Date:	2/28/19
	Frederick, MD 21701-4747	Determination Date:	3/6/19








	 	 	 	 	 	 	 	 	 
	 	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 - Pentalpha Surveillance LLC	0.00	 	 
	 	Default Interest and
    Late Payment Charges	0.00	 	 	Asset Representations
    Reviewer Fee - Pentalpha Surveillance 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 23


 



    G-6 


     


    



 



	 	 	 	 
		GS Mortgage Securities Trust 2019 GC38


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GC38	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	Distribution Date:	3/12/19
	8480 Stagecoach Circle	Record Date:	2/28/19
	Frederick, MD 21701-4747	Determination Date:	3/6/19



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 23


 



    G-7 


     


    
 


	 	 	 	 
		GS Mortgage Securities Trust 2019 GC38


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GC38	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	Distribution Date:	3/12/19
	8480 Stagecoach Circle	Record Date:	2/28/19
	Frederick, MD 21701-4747	Determination Date:	3/6/19







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 23


 



    G-8 


     


    

 



	 	 	 	 
		GS Mortgage Securities Trust 2019 GC38


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GC38	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	Distribution Date:	3/12/19
	8480 Stagecoach Circle	Record Date:	2/28/19
	Frederick, MD 21701-4747	Determination Date:	3/6/19




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 23


 



    G-9 


     


    

 


	 	 	 	 
		GS Mortgage Securities Trust 2019 GC38


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GC38	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	Distribution Date:	3/12/19
	8480 Stagecoach Circle	Record Date:	2/28/19
	Frederick, MD 21701-4747	Determination Date:	3/6/19




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 23


 



    G-10 


     


    

 


	 	 	 	 
		GS Mortgage Securities Trust 2019 GC38


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GC38	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	Distribution Date:	3/12/19
	8480 Stagecoach Circle	Record Date:	2/28/19
	Frederick, MD 21701-4747	Determination Date:	3/6/19






	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 23


 



    G-11 


     


    


 










	 	 	 	 
		GS Mortgage Securities Trust 2019 GC38


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GC38	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	Distribution Date:	3/12/19
	8480 Stagecoach Circle	Record Date:	2/28/19
	Frederick, MD 21701-4747	Determination Date:	3/6/19







	 	 	 	 	 	 	 	 	 
	 	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 23


 



    G-12 


     


    


 





	 	 	 	 
		GS Mortgage Securities Trust 2019 GC38


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GC38	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	Distribution Date:	3/12/19
	8480 Stagecoach Circle	Record Date:	2/28/19
	Frederick, MD 21701-4747	Determination Date:	3/6/19







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 23


 



    G-13 


     


    


 





	 	 	 	 
		GS Mortgage Securities Trust 2019 GC38


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GC38	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	Distribution Date:	3/12/19
	8480 Stagecoach Circle	Record Date:	2/28/19
	Frederick, MD 21701-4747	Determination Date:	3/6/19







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 23


 



    G-14 


     


    


 





	 	 	 	 
		GS Mortgage Securities Trust 2019 GC38


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GC38	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	Distribution Date:	3/12/19
	8480 Stagecoach Circle	Record Date:	2/28/19
	Frederick, MD 21701-4747	Determination Date:	3/6/19







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 23


 



    G-15 


     


    


 





	 	 	 	 
		GS Mortgage Securities Trust 2019 GC38


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GC38	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	Distribution Date:	3/12/19
	8480 Stagecoach Circle	Record Date:	2/28/19
	Frederick, MD 21701-4747	Determination Date:	3/6/19






	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 23


 



    G-16 


     


    


 





	 	 	 	 
		GS Mortgage Securities Trust 2019 GC38


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GC38	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	Distribution Date:	3/12/19
	8480 Stagecoach Circle	Record Date:	2/28/19
	Frederick, MD 21701-4747	Determination Date:	3/6/19






	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	Loan Group	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 23


 



    G-17 


     


    


 





	 	 	 	 
		GS Mortgage Securities Trust 2019 GC38


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GC38	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	Distribution Date:	3/12/19
	8480 Stagecoach Circle	Record Date:	2/28/19
	Frederick, MD 21701-4747	Determination Date:	3/6/19







	 	 	 	 	 	 	 	 	 	 
	 	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 23


 



    G-18 


     


    


 





	 	 	 	 
		GS Mortgage Securities Trust 2019 GC38


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GC38	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	Distribution Date:	3/12/19
	8480 Stagecoach Circle	Record Date:	2/28/19
	Frederick, MD 21701-4747	Determination Date:	3/6/19







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 23


 



    G-19 


     


    



 





	 	 	 	 
		GS Mortgage Securities Trust 2019 GC38


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GC38	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	Distribution Date:	3/12/19
	8480 Stagecoach Circle	Record Date:	2/28/19
	Frederick, MD 21701-4747	Determination Date:	3/6/19













	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 23


 



    G-20 


     


    


 





	 	 	 	 
		GS Mortgage Securities Trust 2019 GC38


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GC38	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	Distribution Date:	3/12/19
	8480 Stagecoach Circle	Record Date:	2/28/19
	Frederick, MD 21701-4747	Determination Date:	3/6/19







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 23


 



    G-21 


     


    


 





	 	 	 	 
		GS Mortgage Securities Trust 2019 GC38


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GC38	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	Distribution Date:	3/12/19
	8480 Stagecoach Circle	Record Date:	2/28/19
	Frederick, MD 21701-4747	Determination Date:	3/6/19







	 	 	 	 	 	 	 	 	 
	 	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 23


 



    G-22 


     


    

 


	 	 	 	 
		GS Mortgage Securities Trust 2019 GC38


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GC38	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	Distribution Date:	3/12/19
	8480 Stagecoach Circle	Record Date:	2/28/19
	Frederick, MD 21701-4747	Determination Date:	3/6/19






	 	 	 
	 	 	 
	 	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 “U.S. Risk Retention Special Notices” tab for the GS Mortgage Securities Trust 2019-GC38 transaction, certain information provided
to the Certificate Administrator regarding the Retaining Party’s compliance with the Retention Covenant. Investors should
refer to the Certificate Administrator’s website for all such information.

 

Disclosable
Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period would be
disclosed here.




	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 


Page 23 of 23


 




    G-23 


     


    


  


EXHIBIT H


 


[RESERVED]


 




    Exhibit H-1


     


    

 


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 2019-GC38


 


		Re:	GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through
Certificates, Series 2019-GC38, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer. 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 2019-GC38


 


		Re:	GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38,
Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer. 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 2019-GC38


 


		Re:	GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through
Certificates, Series 2019-GC38, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer. 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 2019-GC38


 


		Re:	GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through
Certificates, Series 2019-GC38, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer. 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 2019-GC38


 


		Re:	GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates,
Series 2019-GC38, Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer. 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 2019-GC38


 


		Re:	GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38,
Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer. 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 2019-GC38


 


		Re:	GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates,
Series 2019-GC38, Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer. 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 Party

(for Persons other than the DIRECTING HOLDER, the controlling class representative and/or
a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2019-GC38


trustadministrationgroup@wellsfargo.com;

cts.cmbs.bond.admin@wellsfargo.com




 


		Re:	GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates,
Series 2019-GC38 



 


In accordance with
the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


 


1.          The
undersigned is either a Certificateholder, a beneficial owner or prospective purchaser of the above referenced 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


 



    Exhibit P-1A-1


     


    

 


undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.          The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 


	 	[Certificateholder][Beneficial
Owner][Prospective Purchaser][Companion Holder]
	 	 	 
	 	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 2019-GC38 Asset Manager

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 2019-GC38

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

	 	 	 
	
        Midland Loan Services, a Division of PNC Bank, National
Association

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President Division Head

         
	 	
        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee

        Facsimile: (302) 630-4140

        CMBSTrustee@wilmingtontrust.com

	 	 	 
	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: GSMS 2019-GC38 Transaction Manager

With a copy sent via e-mail to: notices@pentalphasurveillance.com with GSMS 2019-GC38 in the subject line	 	 



 

		Re:	GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates,
Series 2019-GC38 



 


In accordance with
the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


 


1.          The
undersigned is either the Directing Holder, the Controlling Class Representative, the Holder of the majority of the Controlling
Class or 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 2019-GC38


  


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 2019-GC38 Asset Manager

commercial.servicing@wellsfargo.com


  


Midland Loan Services, a Division of PNC Bank, National Association


10851 Mastin Street, Suite 700


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head


 


		Re:	GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates,
Series 2019-GC38 



 


In accordance with
the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


 


1.          The
undersigned is either a Certificateholder, a beneficial owner or prospective purchaser of the above referenced 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 2019-GC38 Asset Manager

        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 2019-GC38

        

        trustadministrationgroup@wellsfargo.com

        

        cts.cmbs.bond.admin@wellsfargo.com

        

	
        

        

        Midland Loan Services, a Division of PNC Bank, National Association

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

         
	
        Wilmington Trust, National Association

        

        1100 North Market Street

        

        Wilmington, Delaware 19890

        

        Attention: CMBS Trustee

        

        Facsimile: (302) 630-4140

        

        CMBSTrustee@wilmingtontrust.com

         

	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: GSMS 2019-GC38 Transaction Manager

With a copy sent via e-mail to: notices@pentalphasurveillance.com with GSMS 2019-GC38 in the subject line	 



 

		Re:	GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates,
Series 2019-GC38 



 


In accordance with
the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer, 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 2019-GC38 Asset Manager

        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 2019-GC38

        

        trustadministrationgroup@wellsfargo.com;

cts.cmbs.bond.admin@wellsfargo.com 

	 	 
	
        

        Midland Loan Services, a Division of PNC Bank, National Association

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

         
	
        Wilmington Trust, National Association

        

        1100 North Market Street

        

        Wilmington, Delaware 19890

        

        Attention: CMBS Trustee

        

        Facsimile: (302) 630-4140

        

        CMBSTrustee@wilmingtontrust.com

         

	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: GSMS 2019-GC38 Transaction Manager

With a copy sent via e-mail to: notices@pentalphasurveillance.com with GSMS 2019-GC38 in the subject line	 


 


		Re:	GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38



 


THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE GS MORTGAGE SECURITIES TRUST 2019-GC38, COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-GC38, 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 2019-GC38

        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 2019-GC38 



 


		Re:	GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38



 


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 2019-GC38 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 2019-GC38 Asset Manager

        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 2019-GC38

        

        trustadministrationgroup@wellsfargo.com;

cts.cmbs.bond.admin@wellsfargo.com 

	 	 
	
        Midland Loan Services, a Division of PNC Bank, National
Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head




         
	
        Wilmington Trust, National Association

        

        1100 North Market Street

        

        Wilmington, Delaware 19890

        

        Attention: CMBS Trustee

        

        Facsimile: (302) 630-4140

        

        CMBSTrustee@wilmingtontrust.com

         

	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: GSMS 2019-GC38 Transaction Manager

With a copy sent via e-mail to: notices@pentalphasurveillance.com with GSMS 2019-GC38 in the subject line	 


 


		Re:	GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38



 


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 2019-GC38, Commercial Mortgage Pass-Through
                                         Certificates, Series 2019-GC38



 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2019
(the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, 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 2019-GC38, Commercial
Mortgage Pass-Through Certificates, Series 2019-GC38 (the “Certificates”) pursuant to the Pooling and Servicing
Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities
Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of
PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer,
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 2019-GC38, Commercial Mortgage Pass-Through
                                         Certificates, Series 2019-GC38



 


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 February 1, 2019
(the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an employee or agent of Bloomberg Financial Markets, L.P., Trepp, LLC, Intex
Solutions, Inc., BlackRock Financial Management Inc., Moody’s Analytics, CMBS.com, Inc., Markit Group Limited, RealINSIGHT
or Thomson Reuters Corporation, a market data provider that has been given access to the Statements to Certificateholders, CREFC®
Reports and supplemental notices on www.ctslink.com (“CTSLink”)
by request of the Depositor.



 


		2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



 


		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports
on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any
other person without the written consent of the Depositor.



 


		4.	The undersigned shall be fully liable for any breach of this agreement by itself or any of its
Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability or expense 



 






    Exhibit P-3-1


     


    


 


	 	incurred
thereby with respect to any such breach by the undersigned or any of its Representatives.



 


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the Pooling and Servicing Agreement.



 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 




    Exhibit P-3-2


     


    


 


EXHIBIT Q


 


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through
Certificates, Series 2019-GC38 



 


Ladies and Gentlemen:


 


In accordance with Section
2.02 of the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer, 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	
        S&P Global Ratings

        

        55 Water Street, 41st Floor

        

        New York, New York 10041

        

        Attention: Commercial Mortgage Surveillance Manager 

	 	 
	Goldman Sachs Mortgage Company

200 West Street 

New York, New York 10282

Attention:  Leah Nivison

Email:  leah.nivison@gs.com	Fitch Ratings, Inc.

33 Whitehall Street

New York, New York  10004

Attention:  Commercial Mortgage Surveillance Group

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 2019-GC38

        

        trustadministrationgroup@wellsfargo.com;

cts.cmbs.bond.admin@wellsfargo.com 
	
        Kroll Bond Rating Agency, Inc.

        

        805 Third Avenue, 29th 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 2019-GC38 Asset Manager

Email: commercial.servicing@wellsfargo.com 
	
        

        Midland Loan Services, a Division of PNC Bank, National Association

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

        Fax number: (888) 706-3565

         

	 	 
	
        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 2019-GC38 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 February 1, 2019 (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”), Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer
(the “Special Servicer”), Wells Fargo Bank, National Association, as Certificate Administrator (in such capacity,
the “Certificate Administrator”), the Trustee, and Pentalpha Surveillance LLC, as Asset Representations Reviewer
(in such capacity, the “Asset Representations Reviewer”) and Operating Advisor (in such capacity, the “Operating
Advisor”), 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 the benefit of the registered holders of GS Mortgage Securities Trust 2019-GC38, Commercial
Mortgage Pass-Through Certificates, Series 2019-GC38 has caused its corporate seal to be hereto affixed and these presents to be
signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.


 





	 	Wilmington Trust, National Association,
    

    as Trustee, for the benefit of the registered holders
of GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Prepared by:
	 	 
	 	 	Name:
	 	 	 
	Witness:	 	 
	 	 	 
	 	 	 
	Witness:	 	 
	 	 	 


 


State of Delaware}


 






    Exhibit R-1-5


     


    

 


County of ____}


 


On ________________________, before
me, _________________________________Notary Public, personally appeared ___________________________, who proved to me on the
basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the
entity upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY OF PERJURY under the laws of the State
of Delaware that the foregoing paragraph is true and correct.





Witness my hand and official seal.


_________________________________


 


Notary signature


 




    Exhibit R-1-6


     


    


 


EXHIBIT R-2


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER


 


RECORDING REQUESTED BY:


 


Midland Loan Services, a Division of PNC Bank, National Association





10851 Mastin Street, Suite 700





Overland Park, Kansas 66210





Attention: Executive Vice President – Division Head





Fax number: (888) 706-3565


 





 






SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington
Trust, National Association, a national banking association, incorporated and existing under the laws of the United States, as
Trustee, for the benefit of the registered holders of GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through
Certificates, Series 2019-GC38 having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890 (the
“Trustee”) pursuant to that Pooling and Servicing Agreement dated as of February 1, 2019 (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”), Pentalpha Surveillance LLC, as operating
advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity,
the “Asset Representations Reviewer”), and the Trustee hereby constitutes and appoints the Special Servicer,
by and through the Special Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s
name, place and stead and for the Trustee’s use and benefit, in connection with all mortgage loans (the “Mortgage
Loans”) serviced by the Special Servicer and all properties (“REO Properties”) administered by the
Special Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily
and reasonably necessary and appropriate to effectuate the enumerated transactions described in items 1 through 12 below with
respect to the Mortgage Loans and REO Properties; provided however, that the documents described below may only be executed and
delivered by such Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized terms used herein
and not otherwise defined herein have the meanings set forth in the Agreement.


 


1.          The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 






    Exhibit R-2-1 


     


    

 


2.          The
modification or re-recording of a Mortgage or deed of trust or deed to secure debt, where said modification or re-recording is
solely for the purpose of correcting the Mortgage or deed of trust or deed to secure debt to conform same to the original intent
of the parties thereto or to correct title errors discovered after such title insurance was issued; provided that (i) said modification
or re-recording, in either instance, does not adversely affect the lien of the Mortgage or deed of trust or deed to secure debt
as insured and (ii) otherwise conforms to the provisions of the Agreement.


 


3.          The
subordination of the lien of a Mortgage or deed of trust or deed to secure debt to an easement in favor of a public utility company
of a government agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of
partial satisfactions/releases, partial reconveyances or the execution or requests to trustees to accomplish same.


 


4.          The
conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate
owned, or conveyance of title to real estate owned.


 


5.          The completion of loan assumption agreements and transfers of interest in borrower entities.


 


6.          The
full satisfaction/release of a Mortgage or deed of trust or deed to secure debt or full conveyance upon payment and discharge of
all sums secured thereby, including, without limitation, cancellation of the related Mortgage Note.


 


7.          The assignment of any Mortgage or deed of trust or deed to secure debt and the endorsement of the related
Mortgage Note, in connection with the purchase or repurchase of the mortgage loan secured and evidenced thereby.


 


8.          The
full assignment of a Mortgage or deed of trust or deed to secure debt upon payment and discharge of all sums secured thereby in
conjunction with the refinancing thereof, including, without limitation, the endorsement of the related Mortgage Note.


 


9.          The full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages,
deeds of trust or deeds to secure debt, and in the proceeds thereof, by way of, including but not limited to, taking title to any
Mortgaged Property on behalf of the Trust, foreclosure, the taking of a deed in lieu of foreclosure, or the completion of judicial
or non-judicial foreclosure and/or any related litigation, including without limitation, guaranty or receivership litigation, or
litigation on the note, 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, the initiation or defense of any litigation related to the ownership of any REO Property, and the pursuit
of title insurance, hazard insurance and claims in bankruptcy proceedings, including, without limitation, any and all of the following
acts:


 


a.           the
substitution of trustee(s) serving under a deed of trust or deed to secure debt, in accordance with state law and the deed of
trust or deed to secure debt, as applicable;


 


 






    Exhibit R-2-2 


     


    

 


b.
          the preparation and issuance of statements of breach or non-performance;


 


c.           the preparation
and filing of notices of default and/or notices of sale;


 


 d.           the cancellation/rescission
of notices of default and/or notices of sale;


 


 e.           the taking
of deed in lieu of foreclosure;


 


 f.           the filing,
prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage Notes, Mortgages
or deeds of trust;


 


 g.           the preparation
and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction actions or proceedings;


 


 h.           the tendering,
filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but not limited to appearing
on behalf of the Trustee in quiet title actions;


 


 i.           the preparation
and execution of such other documents and performance of such other actions as may be necessary under the terms of the Mortgage,
deed of trust or deed to secure debt, or state law to expeditiously complete said transactions in paragraphs 9.a. through 9.h.
above; and


 


 j.           the creation
of a wholly-owned entity of the Trust for purposes of holding foreclosed property.


 


10.       
With respect to the holding, management and sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including,
without limitation, the execution of the following documentation:


 


 a.           listing agreements;


 


 b.           purchase and
sale agreements;


 


 c.           grant/warranty/quit
claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase same;


 


 d.           bills of sale
and associated instruments, if any, conveying personal property associated with such property


 


 e.           escrow instructions;
and


 


f.           any
and all other documents necessary to effect the transfer of property.





 






    Exhibit R-2-3 


     


    

 


11.        The
modification or amendment of escrow agreements established for repairs to the mortgaged property or reserves for replacement of
personal property.


 


12.        Execute
and/or file such documents and take such other action as is proper and necessary to defend the Trustee, solely in its capacity
as Trustee, in litigation and to resolve such litigation, provided that such resolution shall not include any admission of fault
or wrongdoing by the Trustee or, without the Trustee’s consent, subject the Trustee to any form of injunctive relief.


 


13.        The
execution and delivery of the following:


 


 a.           any and all
financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by the
Mortgage, deed of trust or deed to secure deb, or other security document in the related Mortgage File or the related Mortgaged
Property and other related collateral;


 


 b.           any and all
instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full defeasance, and
all other comparable instruments; and


 


 c.           any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers
of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents to
any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of
any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property or
otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged
Properties (including agreements and requests by any borrower with respect to modifications of the standards of operation and management
of such Mortgaged Properties or the replacement of asset managers) or REO Properties, documents exercising any or all of the rights,
powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination
agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, management agreements any easements,
covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties
or REO Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage
Loan and any other consents; and


 


d.           any and all documents, instruments and certifications as are reasonably necessary to complete or accomplish
the Special Servicer’s duties and responsibilities under the Agreement.


 


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.


 






    Exhibit R-2-4 


     


    

 





This appointment is to
be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is
not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the
extent that the Special Servicer has the power to delegate its rights or obligations under the Agreement, the Special
Servicer also has the power to delegate the authority given to it by the Trustee, under this Limited Power of Attorney, for
purposes of performing its obligations and duties by executing such additional powers of attorney in favor of its
attorneys-in-fact as are necessary for such purpose. The Special Servicer’s attorneys-in-fact shall have no greater
authority than that held by the Special Servicer.


 


Nothing contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under
the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed
to grant the Special Servicer the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust,
National Association except as specifically provided for herein or in the Agreement. If the Special Servicer receives any notice
of suit, litigation or proceeding in the name of Wilmington Trust, National Association, then the Special Servicer shall promptly
forward a copy of same to the Trustee.


 


This limited power of
attorney is not intended to extend the powers granted to the Special Servicer under the Agreement or to allow the Special Servicer
to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The Special Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees
and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever incurred by the Trustee by reason or result of the negligent
use, or negligent or willful misuse, of this Limited Power of Attorney by the Special Servicer. The foregoing indemnity shall survive
the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under
the Agreement


 


This Limited Power of
Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles
of such state.


 


Third parties without
actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this
Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation has
been made in writing by the undersigned.


 


IN WITNESS WHEREOF,
Wilmington Trust, National Association, a national banking association, incorporated and existing under the laws of the United
States, as Trustee, for the benefit of the registered holders of GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through
Certificates, Series 2019-GC38 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 ____________.





 




    Exhibit R-2-5 


     


    


 


[END OF
TEXT – SIGNATURE AND ACKNOWLEDGEMENT PAGES FOLLOW]


 






    Exhibit R-2-6 


     


    




 





	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, INCORPORATED AND EXISTING UNDER
    THE LAWS OF THE UNITED STATES, AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF GS MORTGAGE SECURITIES TRUST 2019-GC38,
    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-GC38
	 	 	 
	 	By:	 
	 	Name: 
	 	Title: 
	 	 	 
	Witness:	 	 
	 	 	 
	 	 	 
	Witness:	 	 
	 	 	 
	 	 	 


 





	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF	)	 


 


On ________________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of ___________ that the foregoing paragraph is true and correct.


 


Witness my hand and official
seal.





	 	 
	 	Notary Public
	 	 
	[SEAL]	
	 	 



 






    Exhibit R-2-7 


     


    

 


	My commission expires:	 
	 	 


 




    Exhibit R-2-8 


     


    


 


EXHIBIT S


 


INITIAL COMPANION HOLDERS, INITIAL CLASS
MAJORITY CERTIFICATEHOLDER 


 


	Loan	Companion Holder
	 

                                                                                365 Bond
	
        NOTE A-2:

         

        Goldman Sachs Bank USA

        

         

        NOTICE ADDRESS:

        

         

        Goldman Sachs Bank USA

        200 West Street

        New York, New York 10282

        Attention: Leah Nivison

        

        Email: leah.nivison@gs.com

         

        with a copy to:

         

        Goldman Sachs Bank USA

        200 West Street

        New York, New York 10282

        Attention: Joe Osborne

        

        Email: joe.osborne@gs.com

        

         

	 

                                                                                Pace Gallery HQ
	
        NOTE A-2:

         

        Citi Real Estate Funding
        Inc.

         

        NOTICE ADDRESS:

         

        Citi Real Estate
Funding Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

        Facsimile number: (347) 394-0898

         

        with copies to:

         

        Citi Real Estate Funding, 6th floor Inc.

        388 Greenwich Street

        New York, New York 10013

        Attention: Richard Simpson




 






    Exhibit S-1


     


    

 


	 

                                                                                
	
        

        

        Facsimile number: (646)
        328-2943

        

        Email: richard.simpson@citi.com

         

        Citi Real Estate Funding
        Inc.

        388 Greenwich Street, 17th Floor

        New York, New York 10013

        Attention: Ryan M. O’Connor

        

        Facsimile number: (646)
        862-8988

        

        Email: ryan.m.oconnor@citi.com

         

        




	 
Albertsons Industrial - PA	
        NOTE A-1:

         

        Goldman Sachs Mortgage Company

         

        NOTICE ADDRESS:

         

        Goldman Sachs Mortgage Company

        200 West Street

        New York, New York 10282

        Attention: Leah Nivison

         

        Email: leah.nivison@gs.com

         

        with a copy to:

         

        Goldman Sachs Mortgage Company

        200 West Street

        New York, New York 10282

        Attention: Joe Osborne

         

        Email: joe.osborne@gs.com 




 



    Exhibit S-2


     


    


 


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 February 1, 2019 (the “GC38 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”), Midland Loan Services, a Division of PNC Bank, National Association,
as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association, as certificate administrator
(in such capacity, the “Certificate Administrator”), Wilmington Trust, National Association, as trustee (the
“Trustee”), and Pentalpha Surveillance 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 2019-GC38 (the “GC38 Trust”) was established and the [Pier
70][3 Park Avenue][145 Clinton][5444 & 5430 Westheimer][After the applicable Servicing Shift Securitization Date:]Albertsons
Industrial - PA][Fairbridge Office


 






    Exhibit T-1


     


    

 


Portfolio] Mortgage Loan was transferred to the GC38 Trust as of February 27, 2019 (the “Closing
Date”).


 


The undersigned hereby
notifies you that, as of the Closing Date:


 


1.          Wilmington
Trust, National Association, as trustee under the GC38 PSA, is the holder of the [Pier 70][3 Park Avenue][145 Clinton][5444 &
5430 Westheimer][After the applicable Servicing Shift Securitization Date:]Albertsons Industrial - PA][Fairbridge Office Portfolio]
Mortgage Loan.


 


2.          You
are directed to remit to Wells Fargo Bank, National Association, as master servicer under the GC38 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 GC38 PSA, all reports, statements, documents, communications and other information that are to be forwarded, delivered
or otherwise made available to, the holder of the [Pier 70][3 Park Avenue][145 Clinton][5444 & 5430 Westheimer][After the applicable
Servicing Shift Securitization Date:]Albertsons Industrial - PA][Fairbridge Office Portfolio] Mortgage Loan, under the [Other Pooling
and Servicing Agreement], and the [Pier 70][3 Park Avenue][145 Clinton][5444 & 5430 Westheimer][After the applicable Servicing
Shift Securitization Date:]Albertsons Industrial - PA][Fairbridge Office Portfolio] Mortgage Loan Co-Lender Agreement, as applicable.


 


The [Pier 70][3 Park
Avenue][145 Clinton][5444 & 5430 Westheimer][After the applicable Servicing Shift Securitization Date:]Albertsons Industrial
- PA][Fairbridge Office Portfolio] Mortgage Loan [is][is not] a Significant Obligor (as such term is defined in the GC38 PSA) under
the GC38 PSA.


 


3.             The
contact information for the GC38 Trustee, the GC38 Certificate Administrator, the GC38 Master Servicer, the GC38 Special Servicer,
and the GC38 Controlling Class Representative with respect to the [Pier 70][3 Park Avenue][145 Clinton][5444 & 5430 Westheimer][After
the applicable Servicing Shift Securitization Date:]Albertsons Industrial - PA][Fairbridge Office Portfolio] Mortgage Loan are
as follows:


 


	
         

        GC38 Trustee:

         

         

         
	 	
        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee

        

        Facsimile: (302) 630-4140

        

        Email: CMBSTrustee@wilmingtontrust.com 

	 

                                                                                GC38 Certificate Administrator:
	 	
         

        Wells Fargo Bank, National Association

        

        9062 Old Annapolis Road

        

        Columbia, Maryland 21045

        

        Attention: Corporate Trust Services (CMBS)

        

        GS Mortgage Securities Trust 2019-GC38 




 






    Exhibit T-2


     


    

 


	GC38 Master Servicer:	 	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 2019-GC38 Asset Manager

Email: commercial.servicing@wellsfargo.com
	GC38 Special Servicer:	 	
        Midland Loan Services, a Division of PNC Bank, National Association,

        

        10851 Mastin Street, Suite 700

        

        Overland Park, Kansas 66210

        

        Attention: Executive Vice President – Division Head

        

        Fax number: (888) 706-3565 

	GC38 Controlling Class Representative:	 	KKR Real Estate Credit Opportunity Partners Aggregator I L.P.

9 West 57th Street, Suite 4200, 

New York, New York 10019

Fax number: (212) 750-0003


 


4.             The
GC38 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 GC38 PSA will be available upon request.


 





	 	Very
    truly yours,
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    Exhibit T-3


     


    


 


EXHIBIT U


 


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


To: 


 


	
        S&P Global Ratings

        

        55 Water Street, 41st Floor

        

        New York, New York 10041

        

        Attention: Commercial Mortgage Surveillance Manager

        

        Attention: Commercial Mortgage Surveillance Manager

        

        Email: cmbs_info_17g5@standardandpoors.com  
	
        Kroll Bond Rating Agency, Inc.

        

        805 Third Avenue, 29th Floor

        

        New York, New York 10022

        

        Attention: CMBS Surveillance

        

        Facsimile No.: (646) 731-2395

	 	 
	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.co	 


 


		From:	Wells Fargo Bank, National Association, in its capacity as Master Servicer under the Pooling and Servicing
Agreement dated as of February 1, 2019 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities
Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of
PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.



 


		Date:	_________, 20___



 


		Re:	GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38



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 annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling
and Servicing Agreement, dated as of [____] (the “Pooling and Servicing Agreement”), among [_______].

Transaction: GS Mortgage Securities Trust 2019-GC38,
Commercial Mortgage Pass-Through Certificates, Series 2019-GC38

Operating Advisor: Pentalpha Surveillance LLC

Special Servicer as of December 31, [__]: [_______] 


Directing Holder:
[_______]


 


		I.	Population of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The Special Servicer has notified the Operating Advisor that [●] Specially Serviced Loans were transferred to special
servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of
[a Final] Asset Status Report.



 


		b.	[Final] Asset Status Reports were issued with respect to [●] of such Specially Serviced Loans. This report is based only
on the Specially Serviced Loans in respect of which [a Final] Asset Status Report has been issued. The [Final] Asset Status Reports
may not yet be fully implemented.



 


		2.	Prior to an Operating Advisor Consultation Event, if one Mortgage Loan is in special servicing and if the Special Servicer
has subsequently completed a Major Decision with respect to such Specially Serviced Loan, the Special Servicer has provided the
applicable fully executed Major Decision Reporting Package approved or deemed approved by the Directing Holder to the Operating
Advisor concurrently with delivery to the Directing Holder.



 


		3.	After an Operating Advisor Consultation Event, the Special Servicer has provided to the Operating Advisor:



 


		a.	with respect to each Major Decision for the following non-Specially Serviced Loans, the related Major Decision Reporting Package
and the



 





 



 


1
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year. The
Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject to the
compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged
Information.



 






    Exhibit V-1


     


    

 


		 	opportunity to consult with respect to such Major Decision
and recommended action:



________


________


________


________


 


		b.	with respect to following Specially Serviced Loans, each related Asset Status Report and the opportunity to consult with respect
to such recommended action:






________


________


 


		II.	Executive Summary



 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in
accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken
a limited review of the Special Servicer’s actions under the Pooling and Servicing Agreement on the loans identified in this
report. Based solely on such limited review of the items listed below, and subject to the assumptions, limitations and qualifications
set forth herein, the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer [is/is
not] operating in compliance with the Servicing Standard with respect to its performance of its duties under the Pooling and Servicing
Agreement during the prior calendar year on a “platform-level” basis. [The Operating Advisor believes, in its sole
discretion exercised in good faith, that the Special Servicer has failed to comply with the Servicing Standard, as a result of
the following material deviations.]


 


		●	[LIST
                                         OF ANY MATERIAL DEVIATION ITEMS]



 


In
addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


[ADD RECOMMENDATION OF
REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 


		III.	List of Items that Were Considered in Compiling this Report



 


In rendering our assessment
herein, we examined and relied upon the accuracy and completeness of the items listed below:


 


		1.	Any Major Decision Reporting 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, legal review or legal conclusion. 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 underlying 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 (i) 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 and (ii) will not be required to provide or obtain a legal opinion,
                                         legal review or legal conclusion.



 


		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



 






    Exhibit V-3


     


    

 


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 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 2019-GC38 


Telecopy
Number: (410) 715-2380


 


Midland
Loan Services, a Division of PNC Bank, National Association 


10851
Mastin Street, Suite 700 


Overland
Park, Kansas 66210 


Attention:
Executive Vice President Division Head 


Fax
number: (888) 706-3565 


 


		Re:	GS
                                         Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-GC38, 

                                         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 February 1, 2019 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, on behalf of the holders of GS Mortgage Securities
Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38 (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 Midland Loan Services, a Division of PNC Bank, National Association,
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 Midland Loan Services, a Division of PNC Bank, National Association 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 2019-GC38 Asset Manager

Telecopy Number: (704) 715-0036

Email: commercial.servicing@wellsfargo.com]


 


[Midland
Loan Services, a Division of PNC Bank, National Association 


10851
Mastin Street, Suite 700 


Overland
Park, Kansas 66210 


Attention:
Executive Vice President Division Head 


Fax
number: (888) 706-3565]


 


		Re:	Access
                                         to Certain Information Regarding GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage
                                         Pass-Through Certificates, Series 2019-GC38



 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling and Servicing
Agreement”), among the GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer. 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”)][ Midland Loan Services, a Division of PNC Bank, National
Association (“Midland”)] 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][Midland] will provide the Company with certain confidential, non-public servicing information (the “Confidential
Information”) pertaining to the Mortgage Loans and the


 






    Exhibit X-1


     


    

 


[_____] [__], 20[__]


Page 2


 



related Mortgaged Properties and borrowers. The Company acknowledges
that the Confidential Information (a) includes or may be based upon information provided to [Wells Fargo][Midland] by third parties,
(b) may not have been verified by [Wells Fargo][Midland], and (c) may be incomplete or contain inaccuracies. The Company agrees
that [Wells Fargo][Midland], 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][Midland]’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][Midland]; (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][Midland];
(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][Midland]’s election): (i) responses to
reasonable written inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Wells
Fargo][Midland]’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][Midland] 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][Midland] 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][Midland] shall cease to provide the Company with Confidential
Information if [Wells Fargo][Midland] has actual knowledge that the Company or its Representatives are affiliates of any borrower
under the Mortgage Loan documents and [Wells Fargo][Midland] 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][Midland]’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][Midland] 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][Midland]’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:]


 





	 	[MIDLAND
LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	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 2019-GC38 (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, Midland Loan Services, a Division
                                         of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association,
                                         as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and
                                         Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer;



 


		(B)	Wells
Fargo Bank, National Association, as Master Servicer for the Pier 70 Mortgage Loan, Rialto Capital Advisors, LLC, as Special Servicer
for the Pier 70 Mortgage Loan, Wilmington Trust, National Association, as Trustee for the Pier



 






    Exhibit Y-1


     


    

 


70
Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator and Custodian for the Pier 70 Mortgage Loan,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer for the Pier 70 Mortgage Loan;


 


		(C)	Wells
                                         Fargo Bank, National Association, as Master Servicer for the 3 Park Avenue Mortgage Loan
                                         and the Fairbridge Office Portfolio Mortgage Loan, LNR Partners, LLC, as Special Servicer
                                         for the 3 Park Avenue Mortgage Loan and the Fairbridge Office Portfolio Mortgage Loan,
                                         Wilmington Trust, National Association, as Trustee for the 3 Park Avenue Mortgage Loan
                                         and the Fairbridge Office Portfolio Mortgage Loan, Citibank, N.A., as Certificate Administrator
                                         and Custodian for the 3 Park Avenue Mortgage Loan and the Fairbridge Office Portfolio
                                         Mortgage Loan, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
                                         Reviewer for the 3 Park Avenue Mortgage Loan and the Fairbridge Office Portfolio Mortgage
                                         Loan;



 


		(D)	Midland
                                         Loan Services, a Division of PNC Bank, National, as Master Servicer for the 145 Clinton
                                         Mortgage Loan and the 5444 & 5430 Westheimer Mortgage Loan, CWCapital Asset Management
                                         LLC, as Special Servicer for the 145 Clinton Mortgage Loan and the 5444 & 5430 Westheimer
                                         Mortgage Loan, Wells Fargo Bank, National Association, as Trustee, Certificate Administrator
                                         and Custodian 145 Clinton Mortgage Loan and the 5444 & 5430 Westheimer Mortgage Loan,
                                         Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer for
                                         145 Clinton Mortgage Loan and the 5444 & 5430 Westheimer Mortgage Loan;



 


		(E)	[AFTER
                                         THE APPLICABLE SERVICING SHIFT SECURITIZATION DATE:] [______], as Master Servicer for
                                         the Albertsons Industrial - PA Mortgage Loan, [______], as Special Servicer for the Albertsons
                                         Industrial - PA Mortgage Loan, [______], as Trustee for the Albertsons Industrial - PA
                                         Mortgage Loan, [______], as Certificate Administrator and Custodian for the Albertsons
                                         Industrial - PA Mortgage Loan, [______], as Operating Advisor and Asset Representations
                                         Reviewer for the Albertsons Industrial - PA 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 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-GC38, issued pursuant to the Pooling and Servicing Agreement dated as of February
                                         1, 2019 (the “Pooling and Servicing Agreement”), among GS Mortgage
                                         Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master
                                         Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special
                                         Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
                                         Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
                                         Advisor and as Asset Representations Reviewer.



 


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 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-GC38, issued pursuant to the Pooling and Servicing Agreement dated as of February
                                         1, 2019 (the “Pooling and Servicing Agreement”), among GS Mortgage
                                         Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master
                                         Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special
                                         Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
                                         Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
                                         Advisor and as Asset Representations Reviewer.



 


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 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-GC38, issued pursuant to the Pooling and Servicing Agreement dated as of February
                                         1, 2019 (the “Pooling and Servicing Agreement”), among GS Mortgage
                                         Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master
                                         Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special
                                         Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
                                         Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
                                         Advisor and as Asset Representations Reviewer.



  


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 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-GC38, issued pursuant to the Pooling and Servicing Agreement dated as of February
                                         1, 2019 (the “Pooling and Servicing Agreement”), among GS Mortgage
                                         Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master
                                         Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special
                                         Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
                                         Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
                                         Advisor and as Asset Representations Reviewer.



 


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 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-GC38, issued pursuant to the Pooling and Servicing Agreement dated as of February
                                         1, 2019 (the “Pooling and Servicing Agreement”), among GS Mortgage
                                         Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master
                                         Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special
                                         Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
                                         Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
                                         Advisor and as Asset Representations Reviewer.



  


I,
[identity of certifying individual], hereby certify to the Depositor and its officers, directors and Affiliates (collectively,
the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will
rely on this Certification in connection with the certification concerning the Trust to be signed by an officer of the Depositor
and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002: 


 


1.       I
(or officers under my supervision) have reviewed the information required to be provided by the Operating Advisor in accordance
with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__]
(“Form 10-K”) and all information required to be provided by the Operating Advisor in accordance with the Pooling
and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered
by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by
the Operating Advisor, collectively, the “Operating Advisor Periodic Information”);


 


2.       Based
on my knowledge, the Operating Advisor Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 






    Exhibit Z-5-1


     


    

 


3.       Based
on my knowledge, all information required to be provided by the Operating Advisor under the Pooling and Servicing Agreement for
inclusion in the Reports for the period covered by the Form 10-K is included in the Operating Advisor Periodic Information;


 


4.       The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Operating Advisor with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Operating Advisor
or any Servicing Function Participant retained by the Operating Advisor (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects. 


 


This
Certification is being signed by me as an officer of the Operating Advisor responsible for reviewing the activities performed
by the Operating Advisor under the Pooling and Servicing Agreement.


 









	Dated: 	 	 


 




	 	 
	 	Name:
	 	Title:


 






    Exhibit Z-5-2


     


    

 


Exhibit
Z-6


 


Form
of Certification to be Provided


to
Depositor by CUSTODIAN


 


GS
Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	GS
                                         Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-GC38, issued pursuant to the Pooling and Servicing Agreement dated as of February
                                         1, 2019 (the “Pooling and Servicing Agreement”), among GS Mortgage
                                         Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master
                                         Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special
                                         Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
                                         Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
                                         Advisor and as Asset Representations Reviewer.



 


I,
[identity of certifying individual], hereby certify to the Depositor and its officers, directors and Affiliates (collectively,
the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will
rely on this Certification in connection with the certification concerning the Trust to be signed by an officer of the Depositor
and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002: 


 


1.       I
(or officers under my supervision) have reviewed the information required to be provided by the Custodian in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Custodian in accordance with the Pooling and Servicing Agreement
for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K
of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Custodian,
collectively, the “Custodian Periodic Information”); 


 


2.       Based
on my knowledge, the Custodian Periodic Information, taken as a whole, does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 






    Exhibit Z-6-1


     


    

 


3.       Based
on my knowledge, all information required to be provided by the Custodian under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Custodian Periodic Information;


 


4.       I
(or officers under my supervision) am responsible for reviewing the activities performed by the Custodian under the Pooling and
Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Custodian’s compliance
statement to be delivered under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under
Item 1123 of Regulation AB, and except as disclosed in the Custodian Periodic Information, the Custodian has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects; and 


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Custodian or
any Servicing Function Participant retained by the Custodian (the “Relevant Servicing Criteria”) and their
related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing
Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance
with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria
is fairly stated in all material respects.


 


This
Certification is being signed by me as an officer of the Custodian responsible for reviewing the activities performed by the Custodian
under the Pooling and Servicing Agreement.


 









	Dated: 	 	 


 




	 	 
	 	Name:
	 	Title:


 






    Exhibit Z-6-2


     


    

 


Exhibit
Z-7


 


FORM
OF CERTIFICATION TO BE PROVIDED


TO
DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER 


 


GS
Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	GS
                                         Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-GC38, issued pursuant to the Pooling and Servicing Agreement dated as of February
                                         1, 2019 (the “Pooling and Servicing Agreement”), among GS Mortgage
                                         Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master
                                         Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special
                                         Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
                                         Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
                                         Advisor and as Asset Representations Reviewer.



 


I,
[identity of certifying individual], hereby certify to the Depositor and its officers, directors and Affiliates (collectively,
the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will
rely on this Certification in connection with the certification concerning the Trust to be signed by an officer of the Depositor
and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002: 


 


1.       I
(or officers under my supervision) have reviewed the information required to be provided by the Asset Representations Reviewer
in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December
31, 20[__] (“Form 10-K”) and all information required to be provided by the Asset Representations Reviewer
in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”)
(such information provided by the Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic
Information”);


 


2.       Based
on my knowledge, the Asset Representations Reviewer Periodic Information, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the Form 10-K;


 






    Exhibit Z-7-1


     


    

 


3.       Based
on my knowledge, all information required to be provided by the Asset Representations Reviewer under the Pooling and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Asset Representations Reviewer
Periodic Information;


 


4.       The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Asset Representations Reviewer with respect to the Trust’s fiscal year _____ have been provided all information
relating to the Asset Representations Reviewer’s assessment of compliance with the Relevant Servicing Criteria in order
to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB;
and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Asset Representations
Reviewer or any Servicing Function Participant retained by the Asset Representations Reviewer (the “Relevant Servicing
Criteria”) and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required
under the Pooling and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation
AB and Exchange Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material
instances of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance
with servicing criteria is fairly stated in all material respects.


 


This
Certification is being signed by me as an officer of the Asset Representations Reviewer responsible for reviewing the activities
performed by the Asset Representations Reviewer under the Pooling and Servicing Agreement.


 









	Dated: 	 	 







	 	 
	 	Name:
	 	Title:




 





    Exhibit Z-7-2


     


    




 





EXHIBIT AA


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit AA shall not
be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the main body of the
Pooling and Servicing Agreement of which this Exhibit AA forms a part or to require an assessment of a criterion that is
not encompassed by the servicing duties of the applicable party that are set forth in the main body of such Pooling and Servicing
Agreement. For the avoidance of doubt, for purposes of this Exhibit AA, other than with respect to Item 1122(d)(2)(iii),
references to Servicer below shall include any Sub-Servicer engaged by a Master Servicer or Special Servicer.


 


	APPLICABLE Servicing Criteria 	applicable PARTY
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
                                         Administrator

        Master
        Servicer

        Special Servicer

         

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
                                         Administrator

        Master
        Servicer

        Special Servicer

         

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
                                         Servicer

        Special
        Servicer

        Custodian (as applicable)

         

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
                                         Administrator

        Master
        Servicer

        Special Servicer

         

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator


 


    Exhibit AA-1


     


    
 

	APPLICABLE Servicing Criteria 	applicable PARTY
	Reference	Criteria	 
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer

    Special Servicer

    Trustee (as applicable)2
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
                                         Administrator

        Master
        Servicer

        Special Servicer

         

	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
                                         Administrator

        Master
        Servicer

        Special Servicer

         

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
                                         Administrator

        Master
        Servicer

        Special Servicer

         

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved
    by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These
    reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified
    in the transaction agreements.	Certificate
                                         Administrator

        Master
        Servicer

        Special Servicer

         

	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other
    terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in
    the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Reporting Servicer.	Certificate
                                         Administrator

                                         Operating Advisor (with respect to A and B)

         

	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer



 





 



 


2
Only to the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing
Agreement during the applicable calendar year.


 



    Exhibit AA-2


     


    
 

	APPLICABLE Servicing Criteria 	applicable PARTY
	Reference	Criteria	 
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
                                         Servicer

                                         Operating Advisor

         

	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A


 


At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 






    Exhibit AA-3


     


    

 


At all times that the
Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 




    Exhibit AA-4


     


    
 

EXHIBIT
BB


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator (or the Master Servicer, to the extent specified in Section 11.04 of the Pooling and Servicing
Agreement) any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column
to the extent such party has knowledge (and in the case of net operating income information, financial statements, annual operating
statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer 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 2019-GC38 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)

         

        ●     Each
        Mortgage Loan Seller as a 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 a Sponsor’s Interest
        in the Securities:

        

        Item 1124 of Regulation AB.

         
	Each Mortgage Loan Seller (as a 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 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-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 2019-GC38
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
        applicable 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)

         

        ●     Each
        Mortgage Loan Seller as a 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) any 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 a 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 2019-GC38 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) any 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 2019-GC38
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) any 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 a 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 2019-GC38 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

        ●     Each
        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 2019-GC38 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 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 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 2019-GC38 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 2019-GC38


  


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 February 1, 2019 (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, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, 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	Torrance Towne Center	NRC Group, Inc.	Cashiering
	GSMC	Mission Point Office	NorthMarq Capital, LLC	Cashiering
	GSMC	New Albany Market	Bellwether Enterprise Real Estate Capital, LLC	Not Applicable, Broker Strip
	GSMC	Airport Plaza	Medalist Capital, Inc.	Not Applicable, Broker Strip


  




    Exhibit FF-1


     


    

 


EXHIBIT
GG


 


SERVICING
FUNCTION PARTICIPANTS


 


NRC Group, Inc.


 




    Exhibit GG-1


     


    

 


EXHIBIT
HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Wells Fargo Bank, National Association, as Master Servicer] [Midland Loan Services, a Division of PNC
Bank, National Association, 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]

[MIDLAND LOAN SERVICER, A DIVISION OF PNC


BANK, NATIONAL ASSOCIATION, 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.


28 West 44th Street, Suite 815


New York, NY 10036


Attn: Executive Director


 


or by wire transfer to:


  


Account Name: Commercial Real Estate Finance Council (CREFC®) 


Bank Name: Chase


Bank Address: 80 Broadway, New York, NY 10005


Routing Number: 021000021


Account Number: 213597397


  




    Exhibit JJ-1


     


    

 


EXHIBIT
KK


 


Form
of Notice of ADDITIONAL  


INDEBTEDNESS
NOTIFICATION


 


VIA E-MAIL:


To: Wells Fargo Bank, National Association, as Certificate
Administrator; cts.sec.notifications@wellsfargo.com; trustadministrationgroup@wellsfargo.com


  


Ref: GSMS 2019-GC38, 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 2019-GC38	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	GSMS 2019-GC38	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	GSMS 2019-GC38	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	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 2019-GC38


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 February 1, 2019 (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, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, 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 2019-GC38


  


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 2019-GC38 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


Midland Loan Services, a Division of PNC Bank, National Association


10851 Mastin Street, Suite 700


Overland Park, Kansas 66210


Attention: Executive Vice President Division Head


Fax number: (888) 706-3565


  


Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: GSMS 2019-GC38 Transaction Manager

With a copy sent via e-mail to: notices@pentalphasurveillance.com with GSMS 2019-GC38 in the subject line


 


		Re:	GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through
Certificates, Series 2019-GC38 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of February 1, 2019, by and among GS Mortgage Securities Corporation II, as
Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer 



 






    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 2019-GC38



 


Ladies and
Gentlemen:


 


In accordance
with Section 12.01 of the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
the undersigned Asset Representations Reviewer (“ARR”) has performed an Asset Review on each Delinquent Mortgage
Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following Asset
Review Report.


 


	 	1.	As described in the detailed scorecard attached hereto as Exhibit A, we have performed an Asset Review on each Delinquent Mortgage Loan identified in accordance with the terms of the Pooling and Servicing Agreement and our conclusion is that there is [no evidence of a Test failure/evidence of [●] Test failures] with respect to the Delinquent Mortgage Loans.  


 


	 	2.	A conclusion by the ARR of a Test pass or a Test failure shall not constitute a determination by the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.  In addition, the Tests may not be sufficient to determine every instance of noncompliance.


 


	 	
        3.
	
        The ARR, other than forwarding
this report to the persons listed above, will not be required to take or participate in any other or further action with respect
to the aforementioned Asset Review Report.

	 	 	 
	 	4.	Capitalized words and phrases used herein
        shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 





 



  


1
This report is an indicative report, and the Asset Representations Reviewer will have
the ability to modify or alter the organization and content of this report, subject to compliance with the terms of the Pooling
and Servicing Agreement, including without limitation, provisions relating to Privileged Information.


 




    Exhibit NN-1


     


    

 





	 	PENTALPHA SURVEILLANCE LLC,
as Asset 

Representations Reviewer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit NN-2


     


    

  


Exhibit A


 


Detailed Scorecard 


[Template Example Below]


 





	
        Test failures

         

	Loan #	Loan 

Name	R&W #	R&W Name	Test #	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	[__]	Lease Estoppels	[__]	[Insert Test Description]	[Insert Test findings]
	[__]	Due on Sale or Encumbrance	[__]	 	 


 






    Exhibit NN-3


     


    

 


EXHIBIT
OO


 


FORM OF ASSET REVIEW
REPORT SUMMARY1


 


To: [Addresses of Recipients]


 


		Re:	GS Mortgage Securities Trust 2019-GC38



 


Ladies and
Gentlemen:


 


In accordance
with Section 12.01 of the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
the undersigned Asset Representations Reviewer (“ARR”) has performed an Asset Review on each Delinquent Mortgage
Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following Asset
Review Report Summary.


 


	 	1.	As described in the summary scorecard attached hereto as Exhibit A, we have performed an Asset Review on each Delinquent Mortgage Loan identified in accordance with the terms of the Pooling and Servicing Agreement and our conclusion is that there is [no evidence of a Test failure/evidence of [●] Test failures]  with respect to the Delinquent Mortgage Loans.


  


	 	2.	A conclusion by the ARR of a Test pass or a Test failure shall not constitute a determination by the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.


  


	 	3.	The ARR, other than forwarding this Asset Review Report Summary to the parties listed above, will not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report Summary.


  


	 	4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


  





 



 


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


     


    

  


	 	PENTALPHA SURVEILLANCE LLC,
as Asset 

Representations Reviewer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





  




    Exhibit OO-2


     


    

  


Exhibit A


 


Summary Scorecard 


[Template Example Below]


 


	
        Test failures

         
	 	 	 	 
	Loan #	Loan Name	Representations and Warranty #	Representation and Warranty Name	Test #
	[Insert Loan #]	[Insert Loan Name]	[__]	Lease Estoppels	[__]
	[__]	Due on Sale or Encumbrance	[__]


 






    Exhibit OO-3


     


    

 




EXHIBIT PP-A


 


GSMC ASSET REVIEW PROCEDURES


 


 Pursuant to the terms and subject to the conditions set forth in the Pooling and Servicing
Agreement (“PSA”), the Asset Representations Reviewer (“Asset Representations Reviewer”)
shall perform an Asset Review with respect to each representation and warranty made by the related Mortgage Loan Seller only with
respect to each Delinquent Loan in accordance with the procedures set forth below (each such procedure, a “Test”);
provided, however, the Asset Representations Reviewer may, but is under no obligation to, modify any Test and/or
associated Review Materials described in this Exhibit PP-A if, and only to the extent, the Asset Representations Reviewer
determines pursuant to the Asset Review Standard that it is necessary to modify such Test and/or such associated Review Materials
in order to facilitate its Asset Review in accordance with the Asset Review Standard. Capitalized terms used herein but not defined
herein have the meaning set forth in the PSA or, solely with respect to a representation and warranty, the meaning set forth in
the related mortgage loan purchase agreement where GSMC is the Seller (the “GSMC Mortgage Loan Purchase Agreement”).
For the avoidance of doubt, in connection with the performance of the following Tests:


 


		(A)	With respect to any representation and warranty that includes a knowledge qualifier (e.g.,
to the Mortgage Loan Seller’s knowledge, etc.), the Asset Representations Reviewer shall not be responsible for any investigation
or review beyond that set forth in the applicable Test related to such representation and warranty;



 


		(B)	With respect to any representation and warranty that includes the examination of an insurance policy
or Title Policy, the Asset Representations Reviewer will be permitted to engage a qualified consultant to perform a review of the
applicable policy, and will be allowed to rely upon the conclusions of the consultant when making a determination as to whether
there is a Test pass.



 


		(C)	The Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion,
legal review or legal conclusion;



 


		(D)	Unless otherwise provided in the Test, the “as of” date for the testing of a representation
is as of the Closing Date;



 


		(E)	Unless otherwise provided in the Test, if there is more than one version of the same document with
respect to a particular Mortgage Loan or Mortgaged Property, the document that will be used by the Asset Representations Reviewer
in testing is the document that is dated as of the Closing Date or, if none, the document closest prior to the Closing Date;



 


		(F)	With respect to each representation and warranty and its related Test(s), the Asset Representations
Reviewer shall take into account any exceptions to such representation and warranty described in the GSMC Mortgage Loan Purchase
Agreement with respect to a Mortgage Loan, and a Test pass shall be deemed to have occurred with respect to 



 






    Exhibit PP-A-1


     


    

 


such Test if the sole
reason for not satisfying the applicable Test is caused by such exception(s);


 


		(G)	Evidence of a failure of a Test could result from (i) an affirmative determination by the
Asset Representations Reviewer that the Test failed to achieve a Test pass, or (ii) a determination by the Asset Representations
Reviewer that the documentation included in the Review Materials (after making such request for any missing documents in the manner
provided for in the PSA) is not sufficient to perform the Test; and



 


		(H)	A determination by the Asset Representations Reviewer of a Test pass or a Test failure shall not
constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect,
or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.



 


The Asset Representations
Reviewer will only be required to perform the Tests described in this Exhibit PP-A, and will not be obligated to perform
additional procedures on any Delinquent Loan. Notwithstanding the required Tests, the Asset Representations Reviewer will not be
required to review any information other than (1) Review Materials specified in the related Test and (2) if applicable,
Unsolicited Information. The Asset Representations Reviewer may, but is under no obligation to, consider Unsolicited Information
relevant to the Tests subject to the terms of the PSA. If the Asset Representations Reviewer considers Unsolicited Information,
the Asset Representations Reviewer shall take into account such Unsolicited Information, in addition to the Review Materials referred
to in the applicable Test(s) procedure when making a determination as to whether there is a Test pass.


 




    Exhibit PP-A-2


     


    




 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
         

        1. Whole Loan; Ownership of Mortgage Loans.
        Except with respect to a GSMC Mortgage Loan that is part of a Whole Loan, each GSMC Mortgage Loan is a whole loan and not a participation
        interest in a GSMC Mortgage Loan. Each GSMC Mortgage Loan that is part of a Whole Loan is a senior or pari passu portion
        of a whole loan evidenced by a senior or pari passu note. At the time of the sale, transfer and assignment to the depositor,
        no Mortgage Note or Mortgage was subject to any assignment (other than assignments to GSMC), participation or pledge, and GSMC
        had good title to, and was the sole owner of, each GSMC Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances,
        participations, any other ownership interests on, in or to such GSMC Mortgage Loan other than any servicing rights appointment,
        or similar agreement, any Non-Serviced PSA with respect to a GSMC Mortgage Loan and rights of the holder of a related Companion
        Loan pursuant to a Co-Lender Agreement. GSMC has full right and authority to sell, assign and transfer each GSMC Mortgage Loan,
        and the assignment to Depositor constitutes a legal, valid and binding assignment of such GSMC Mortgage Loan free and clear of
        any and all liens, pledges, charges or security interests of any nature encumbering any GSMC Mortgage Loan other than the rights
        of the holder of a related Companion Loan pursuant to a Co-Lender Agreement.
	
         

        1a
	
         

        Review the amounts listed on the original Mortgage
        Note and Mortgage for an indication that they match the amounts listed on the Mortgage Loan Schedule. If the amounts are the same,
        then such GSMC Mortgage Loan would be considered a Whole Loan. If there is more than one property then the Mortgage for each Mortgaged
        Property would need to be aggregated. If identified as such, it will be a Test pass.
	
         

        Mortgage; Mortgage Note; Loan agreement related
        to the GSMC Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty; Assignment of Leases, Rents and Profits;
        and Environmental Indemnity Agreement (collectively, the “Mortgage Loan Documents”); Mortgage Loan Schedule.

	
         

        1b
	
         

        Review any notice previously delivered by the master
        servicer or the special servicer, as applicable, of any alleged defect or breach with respect to any Delinquent Loan (collectively,
        the “MS Servicer Notices”) for notation of any Mortgage Loan or Mortgage that was subject to any assignment
        (other than assignments to GSMC), participation or pledge, or that GSMC did not have good title to, and was the sole owner of,
        each GSMC Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership
        interests on, in or to such GSMC Mortgage Loan other than any servicing rights appointment or similar agreement. If no such notation
        is found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        1c
	
         

        Review the MS Servicer Notices for notation of any
	
         

        MS Servicer Notices



 


    Exhibit PP-A-3


     


    
 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	 	 	claim or assertion regarding GSMC not having the full right and authority to sell, assign and transfer the GSMC Mortgage Loan other than the rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement. If such notation is not found, it will be a Test pass.	 
	
         

        1d
	
         

        Review the MS Servicer Notices for notation of any
        claim or assertion regarding the assignment to the Purchaser not constituting a legal, valid and binding assignment of any GSMC
        Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such GSMC Mortgage
        Loan. If such notation is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        2. Loan Document Status. Each related Mortgage
        Note, Mortgage, assignment of leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related
        mortgagor, guarantor or other obligor in connection with such GSMC Mortgage Loan is the legal, valid and binding obligation of
        the related mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements
        and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance
        with its terms, except (i) as such enforcement may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization,
        moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity
        (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (ii) that certain provisions in
        such Mortgage Loan documents (including, without limitation, provisions requiring the payment of default interest, late fees or
        prepayment/yield maintenance fees, charges and/or premiums) are, or may be, further limited or rendered unenforceable by or under
        applicable law, but (subject to the limitations set forth in clause (i) above) such limitations or unenforceability will not render
        such Mortgage Loan documents invalid as a whole or materially interfere with the Mortgagee’s realization of the principal
        benefits
	
         

        2a
	
         

        Review the opinion of mortgagor’s counsel (“Mortgagor’s
        Counsel Opinion”) for an indication that it contains language that the related Mortgage Note, Mortgage, assignment of leases
        (if a separate instrument), guaranty and other agreement executed by or on behalf of the related mortgagor, guarantor or other
        obligor in connection with such GSMC Mortgage Loan is the legal, valid and binding obligation of the related mortgagor, guarantor
        or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state
        anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms,
        except as specified in representation and warranty 2. If such indication exists, it will be a Test pass.
	
         

        Mortgagor’s Counsel

        Opinion

	
         

        2b
	
         

        Review the MS Servicer Notices for notation of any
        valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related
        Mortgage Notes, Mortgages or other Mortgage Loan Documents, including, without limitation, any such valid offset, defense, counterclaim
        or right based on intentional fraud by GSMC in
	
         

        MS Servicer Notices



 


    Exhibit PP-A-4


     


    

 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	
        and/or security provided thereby (clauses (i) and (ii)
        collectively, the “Standard Qualifications”).

         

        Except as set forth in the immediately preceding
        sentence, there is no valid offset, defense, counterclaim or right of rescission available to the related mortgagor with respect
        to any of the related Mortgage Notes, Mortgages or other Mortgage Loan documents, including, without limitation, any such valid
        offset, defense, counterclaim or right based on intentional fraud by GSMC in connection with the origination of any GSMC Mortgage
        Loan, that would deny the Mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage
        Loan documents.
	 	
        connection with the origination of the GSMC Mortgage

        Loan, that would deny the mortgagee (as defined
        in the related GSMC Mortgage Loan Purchase Agreement) the principal benefits intended to be provided by the Mortgage Note, Mortgage
        or other Mortgage Loan Documents. If no such notation is found, it will be a Test pass.
	 
	
         

        3. Mortgage Provisions. The Mortgage Loan
        documents for each GSMC Mortgage Loan contains provisions that render the rights and remedies of the holder thereof adequate for
        the practical realization against the related Mortgaged Property of the principal benefits of the security intended to be provided
        thereby, including realization by judicial or, if applicable, nonjudicial foreclosure subject to the limitations set forth in the
        Standard Qualifications.
	
         

        3
	
         

        Review the Mortgage Loan Documents and Mortgagor’s
        Counsel Opinion for an indication that the Mortgage Loan Documents contain provisions that render the rights and remedies of the
        holder thereof adequate for the practical realization against the related Mortgaged Property of the principal benefits of the security
        intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations
        set forth in the Standard Qualifications. If such indication exists, it will be a Test pass.
	
         

        Mortgage Loan Documents; Mortgagor’s Counsel
        Opinion

	
         

        4. Mortgage Status; Waivers and Modifications.
        Since origination and except by written instruments set forth in the related Mortgage File (a) the material terms of such Mortgage,
        Mortgage Note, GSMC Mortgage Loan guaranty, and related Mortgage Loan documents have not been waived, impaired, modified, altered,
        satisfied, canceled, subordinated or rescinded in any respect which materially interferes with the security intended to be provided
        by such Mortgage; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage
        in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of
        the remaining portion of such Mortgaged Property; and (c) neither the
	
         

        4a
	
         

        Review the MS Servicer Notices and Mortgage Loan
        Documents for an indication that the material terms of such documents have been waived, impaired, modified, altered, satisfied,
        cancelled, subordinated or rescinded in any respect which materially interferes with the security intended to be provided by such
        Mortgage since origination through the Closing Date, except by written instruments set forth in the related Mortgage File or as
        otherwise provided in the related Mortgage Loan Documents. If no such indication is found, it will be a Test pass.
	
         

        Mortgage Loan Documents; MS Servicer Notices

	
         

        4b
	
         

        Review the MS Servicer Notices and Mortgage Loan
	
         

        MS Servicer Notices;



 


    Exhibit PP-A-5


     


    
 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	
        related Mortgagor nor the related guarantor has been
        released from its material obligations under the related GSMC Mortgage
        Loan.
	 	Documents for an indication that a related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage through the Closing Date in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents. If no such indication is found, it will be a Test pass.	Mortgage Loan Documents
	
         

        4c
	
         

        Review the MS Servicer Notices and Mortgage Loan
        Documents for notation that neither the related Mortgagor nor the related guarantor has been released from its material obligations
        under the related GSMC Mortgage Loan prior to the Closing Date except by written instruments set forth in the related Mortgage
        File or as otherwise provided in the related Mortgage Loan Documents. If no such notation is found, it will be a Test pass.
	
         

        MS Servicer Notices; Mortgage Loan Documents

	
         

        5. Lien; Valid Assignment. Subject to the Standard
        Qualifications, each assignment of Mortgage and assignment of assignment of leases to the issuing entity constitutes a legal, valid
        and binding assignment to the issuing entity. Each related Mortgage and assignment of leases is freely assignable without the consent
        of the related mortgagor. Each related mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee
        (or if identified on the mortgage loan schedule attached to the related MLPA, leasehold) interest in the related Mortgaged Property
        in the principal amount of such GSMC Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined
        below) and the exceptions to representation and warranty 6 set forth on Exhibit C of the related GSMC Mortgage Loan Purchase Agreement
        (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications.
        Such Mortgaged Property (subject to and excepting
	
         

        5a
	
         

        Review the MS Servicer Notices for a notation or
        other indication of any claim or assertion regarding any assignment of Mortgage or assignment of leases to the issuing entity not
        constituting a legal, valid and binding assignment to the issuing entity, subject to the Standard Qualifications. If such a notation
        or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        5b
	
         

        Review the related Mortgage and the assignment of
        leases for each property for provisions to the effect that the related Mortgage and assignment of leases is not freely assignable
        without the consent of the related mortgagor. If no such provision is found, it will be a Test pass.
	
         

        Mortgage; Assignment of Leases, Rents and Profits

	
         

        5c
	
         

        Review the Title Policy (as defined in representation
        and warranty 6) to determine if the related Mortgage is a
	
         

        Title Policy; Mortgage; Mortgage Loan



 


    Exhibit PP-A-6


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	Permitted Encumbrances and the Title Exceptions) as of origination was, and as of the Cut-off Date, to GSMC’s knowledge, is free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below), and, to GSMC’s knowledge and subject to the rights of tenants (as tenants only) (subject to and excepting Permitted Encumbrances and the Title Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Notwithstanding anything in this representation to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.	 	first lien on the related mortgagor’s fee or leasehold interest in the related Mortgaged Property. Compare the amount of the Title Policy to the principal amount of the GSMC Mortgage Loan or allocated loan amount to determine whether they are equivalent. If each such determination is made, it will be a Test pass.	Schedule
	
         

        5d
	
         

        Review the Title Policy to determine if the Mortgaged
        Property was free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances
        which are prior to or equal with the lien of the related Mortgage (other than Permitted Encumbrances, Title Exceptions and those
        which are bonded over, escrowed for or insured against by the applicable Title Policy). If so determined, it will be a Test pass.
	
         

        Title Policy

	
         

        5e
	
         

        Review the MS Servicer Notices for a notation or other
        indication of any claim or assertion that, as of the Cut-off Date, GSMC had knowledge that the Mortgaged Property was not free
        and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances that would
        be prior to or equal with the lien of the related Mortgage (other than Permitted Encumbrances, Title Exceptions and those which
        are bonded over, escrowed for or insured against by the applicable Title Policy). If such a notation or other indication is not
        found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        5f
	
         

        Review the MS Servicer Notices for a notation or
        other indication of any claim or assertion that, subject to the rights of tenants, there are rights existing which under law could
        give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except for Permitted
        Encumbrances and those which are bonded over, escrowed for or insured against by the a lender’s title insurance policy. If
        such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices



 


    Exhibit PP-A-7


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	 	
         

        5g
	
         

        Review the MS Servicer Notices for a notation
        or other indication of any claim or assertion that GSMC did not have legal, valid and enforceable first lien on the related mortgagor’s
        fee (or if identified on the Mortgage Loan Schedule, leasehold), interest in the Mortgaged Property or good and marketable title
        free and clear of any pledge, lien, encumbrance or security interest. If such a notation or other indication is not found, it will
        be a Test pass.
	
         

        MS Servicer Notices

	
         

        6. Permitted Liens; Title Insurance. Each
        Mortgaged Property securing a GSMC Mortgage Loan is covered by an American Land Title Association loan title insurance policy or
        a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to
        be issued, by a pro forma policy, a preliminary title policy with escrow instructions or a “marked up” commitment,
        in each case binding on the title insurer) (the “Title Policy”) in the original principal amount of such GSMC Mortgage
        Loan (or with respect to a GSMC Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount
        with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow
        or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of
        the Mortgage, which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments
        due and payable but not yet delinquent; (b) covenants, conditions and restrictions, rights of way, easements and other matters
        of public record; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to
        which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining
        to the related Mortgaged Property and condominium declarations; (f) if the related GSMC Mortgage Loan constitutes a Cross-Collateralized
        GSMC Mortgage Loan, the lien of the Mortgage for another GSMC Mortgage Loan contained in the same Crossed Group; and (g) if the
	
         

        6a
	
         

        Review the Title Policy to determine if it is an
        American Land Title Association loan title insurance policy or another comparable form of loan title insurance policy approved
        for use in the applicable jurisdiction. Review the Mortgage Loan Documents to determine if the amount of the policy covers the
        amount of the GSMC Mortgage Loan, or for multiple properties, an amount equal to the allocated loan amount after all advances of
        principal. If so determined with respect to each part of this Test, it will be a Test pass.
	
         

        Title Policy; Mortgage Loan Documents

	
         

        6b
	
         

        Review the Title Policy to determine if the first-priority
        lien of the Mortgage is subject only to Permitted Encumbrances, as defined in representation and warranty 6. If so determined,
        it will be a Test pass.
	
         

        Title Policy

	
         

        6c
	
         

        Review the Title Policy to determine if any Permitted
        Encumbrance is a mortgage lien that is senior to or coordinate and co-equal to the lien of the related Mortgage, other than as
        contemplated by items (f) or (g) in the definition of Permitted Encumbrances. If not so determined, it will be a Test pass.
	
         

        Title Policy

	
         

        6d
	
         

        Review the Title Policy and MS Servicer Notices
        for a notation or other indication that the coverage is not in full force and effect as of the Cut-off Date, that all premiums
        thereon have not been paid or that claims
	
         

        Title Policy; MS Servicer Notices



 


    Exhibit PP-A-8


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	related GSMC Mortgage Loan is part of a Whole Loan, the rights of the holder(s) of any related Companion Loan(s) pursuant to the related Co-Lender Agreement; provided that none of items (a) through (g), individually or in the aggregate, materially and adversely interferes with the value or current use of the Mortgaged Property or the security intended to be provided by such Mortgage or the mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”). Except as contemplated by clauses (f) and (g) of the preceding sentence, none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by GSMC thereunder and no claims have been paid thereunder. Neither GSMC, nor to the GSMC’s knowledge, any other holder of a GSMC Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy.	 	have been made by GSMC. If no such notation or other indication is found, it will be a Test pass.	 
	
         

        6e
	
         

        Review the MS Servicer Notices for a notation or
        other indication that GSMC, or any other holder of a GSMC Mortgage Loan, has done, by act or omission, anything that would materially
        impair the coverage under such policy. If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        7. Junior Liens. It being understood that
        B notes secured by the same Mortgage as a GSMC Mortgage Loan are not subordinate mortgages or junior liens, except for any GSMC
        Mortgage Loan that is cross-collateralized and cross-defaulted with another GSMC Mortgage Loan, there are no subordinate mortgages
        or junior liens securing the payment of money encumbering the related Mortgaged Property (other than Permitted Encumbrances and
        the Title Exceptions, taxes and assessments, mechanics and materialmens liens (which are the subject of the representation in representation
        and warranty 5 above), and equipment and other personal property financing). Except as set forth on an exhibit to the applicable
        GSMC Mortgage Loan Purchase Agreement, GSMC has no knowledge of any mezzanine debt secured directly by interests in the related
        mortgagor.
	
         

        7a
	
         

        Review the Title Policy to determine if there is
        any subordinate mortgage or junior lien encumbering the related Mortgaged Property except for any GSMC Mortgage Loan that is cross-collateralized
        and cross-defaulted with another GSMC Mortgage Loan. If not so determined, it will be a Test pass.
	
         

        Title Policy

	
         

        7b
	
         

        Review the Title Policy to determine if there are
        no subordinate mortgages or junior mortgage liens securing the payment of money encumbering the related Mortgaged Property other
        than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics’ and materialmen’s liens and
        equipment and other personal property financing. If so determined, it will be a Test pass.
	
         

        Title Policy

	
         

        7c
	
         

        Review the MS Servicer Notices for a notation or
        other indication that, except as set forth on an exhibit to the applicable GSMC Mortgage Loan Purchase Agreement,
	
         

        MS Servicer Notices; GSMC Mortgage Loan Purchase Agreement



 


    Exhibit PP-A-9


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	 	 	GSMC had knowledge of any mezzanine debt secured directly by interests in the related mortgagor or (2) any subordinate mortgages or junior liens securing the payment of money encumbering the related Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics’ and materialmen’s liens If such a notation or other indication is not found, it will be a Test pass.	 
	
         

        8. Assignment of Leases and Rents. There
        exists as part of the related Mortgage File an assignment of leases (either as a separate instrument or incorporated into the related
        Mortgage). Subject to the Permitted Encumbrances and the Title Exceptions, each related assignment of leases creates a valid first-priority
        collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease
        or leases, subject only to a license granted to the related mortgagor to exercise certain rights and to perform certain obligations
        of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement
        thereof may be limited by the Standard Qualifications. The related Mortgage or related assignment of leases, subject to applicable
        law, provides that, upon an event of default under each GSMC Mortgage Loan, a receiver is permitted to be appointed for the collection
        of rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee.
	
         

        8a
	
         

        Review the Mortgage File to determine if an assignment
        of leases (either as a separate instrument or incorporated into the related Mortgage) is in the Mortgage File. If so determined,
        it will be a Test pass.
	
         

        Mortgage File; Assignment of Leases, Rents and Profits

	
         

        8b
	
         

        Review the Title Policy to determine if the Mortgage,
        or any related assignment of leases has been recorded, and creates a valid first-priority collateral assignment of, or a valid
        first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license
        granted to the related mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or
        leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard
        Qualifications and subject to the Permitted Encumbrances and the Title Exceptions. If so determined with respect to each part of
        this Test, it will be a Test pass.
	
         

        Title Policy; Mortgage; Assignment of Leases, Rents
        and Profits

	
         

        8c
	
         

        Review the assignment of leases (either as a separate
        instrument or incorporated into the related Mortgage) to determine if the related Mortgage, or related Assignment of Leases, subject
        to applicable law, provides that upon an event of default under the GSMC Mortgage Loan, a receiver is permitted to be appointed
        for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or for rents or for the
        related Mortgagee to enter into possession to collect the
	
         

        Assignment of Leases, Rents and Profits; Mortgage



 


    Exhibit PP-A-10


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	 	 	rents or for rents to be paid directly to the Mortgagee. If so determined, it will be a Test pass.	 
	
         

        9. UCC Filings. If the related Mortgaged Property
        is operated as a hospitality property, GSMC has filed and/or recorded or caused to be filed and/or recorded (or, if not filed and/or
        recorded, submitted in proper form for filing and/or recording), UCC financing statements in the appropriate public filing and/or
        recording offices necessary at the time of the origination of the related GSMC Mortgage Loan to perfect a valid security interest
        in all items of physical personal property reasonably necessary to operate such Mortgaged Property owned by such mortgagor and
        located on the related Mortgaged Property (other than any non-material personal property, any personal property subject to a purchase
        money security interest, a sale and leaseback financing arrangement as permitted under the terms of the related Mortgage Loan documents
        or any other personal property leases applicable to such personal property), to the extent perfection may be effected pursuant
        to applicable law by recording or filing, as the case may be. Subject to the Standard Qualifications, each related Mortgage (or
        equivalent document) creates a valid and enforceable lien and security interest on the items of personalty described above. No
        representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession
        or control of such items or actions other than the filing of UCC financing statements are required in order to effect such perfection.
	
         

        9a
	
         

        Review the appraisals to determine if any of
        the properties are specifically identified as hospitality properties. If so, review the Mortgage File to determine if GSMC has
        filed and/or recorded UCC financing statements in the appropriate public filing and/or recording offices necessary at the time
        of the origination of the related GSMC Mortgage Loan to perfect a valid security interest in all items of physical personal property
        reasonably necessary to operate such Mortgaged Property owned by such mortgagor and located on the related Mortgaged Property (other
        than any non-material personal property, any personal property subject to a purchase money security interest, a sale and leaseback
        financing arrangement as permitted under the terms of the related Mortgage Loan Documents or any other personal property leases
        applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by recording or filing,
        as the case may be. If so determined with respect to each part of this Test, it will be a Test pass.
	
         

        Appraisal; Mortgage File; Franchise Agreement; Comfort
        Letter or Similar Agreement

	
         

        9b
	
         

        If the appraisals specifically identify any
        Mortgaged Properties as hospitality properties, review the security agreement for each Mortgaged Property to determine whether
        such security agreement creates a valid and enforceable lien and security interest on the items of personalty described in representation
        and warranty 9. If so determined with respect to each part of this Test, it will be a Test pass.
	 
	
         

        10. Condition of Property. GSMC or the originator
        of each GSMC Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination
        of the related GSMC Mortgage Loan and within thirteen months of the Cut-off
	
         

        10a
	
         

        Review the engineering report or property condition
        assessment in the Mortgage File to determine if the related Mortgage Property was inspected within six months of the origination
        date and within thirteen
	
         

        Engineering report; Property condition assessment



 


    Exhibit PP-A-11


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	
        Date.

         

        An engineering report or property condition assessment
        was prepared in connection with the origination of each GSMC Mortgage Loan no more than thirteen months prior to the Cut-off Date.
        To GSMC’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable
        mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage (other than deferred
        maintenance for which escrows were established at origination) that would affect materially and adversely the use or value of such
        Mortgaged Property as security for the GSMC Mortgage Loan.
	 	months of the Cut-off Date. If so determined, it will be a Test pass.	 
	
         

        10b
	
         

        Review the engineering report or property condition
        assessment in the Mortgage File to determine if it was dated no more than thirteen months prior to the Cut-off Date. Review the
        engineering report or property condition assessment to confirm that each related Mortgaged Property is free of material damage.
        If so determined with respect to each part of the Test, it will be a Test pass.
	
         

        Engineering report; Property condition assessment

	
         

        10c
	
         

        Review the MS Servicer Notices for a notation or
        other indication that GSMC had knowledge of issues with the physical condition of the Mortgaged Property that GSMC believed would
        have a material adverse effect on the value or use of the Mortgaged Property other than those disclosed in the most recently dated
        engineering report or Servicing File and deferred maintenance for which escrows were established at origination. If such a notation
        or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        11. Taxes and Assessments. All taxes, governmental
        assessments and other outstanding governmental charges (including, without limitation, water and sewage charges), or installments
        thereof, which could be a lien on the related Mortgaged Property that would be of equal or superior priority to the lien of the
        Mortgage and that prior to the Cut-off Date have become delinquent in respect of each related Mortgaged Property have been paid,
        or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably estimated interest and
        penalties, if any, thereon. For purposes of this representation and warranty, real estate taxes and governmental assessments and
        other outstanding governmental charges and installments thereof will not be considered delinquent until the earlier of (a) the
        date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled
        to be taken by the related taxing
	
         

        11
	
         

        Review the MS Servicer Notices for a notation or
        other indication that all taxes, governmental assessments and other outstanding governmental charges (including, without limitation,
        water and sewage charges), or installments thereof, which could be a lien on the related Mortgage Property that would be of equal
        or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have come delinquent in respect of the Mortgaged
        Property (per the terms within representation and warranty 11) have not been paid, or an escrow of funds has been established in
        an amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon. If such a notation
        or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices



 


    Exhibit PP-A-12


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	authority.	 	 	 
	
         

        12. Condemnation. As of the date of origination
        and to GSMC’s knowledge as of the Cut-off Date, there is no proceeding pending, and, to GSMC’s knowledge as of the
        date of origination and as of the Cut-off Date, there is no proceeding threatened, for the total or partial condemnation of any
        Mortgaged Property that would have a material adverse effect on the value, use or operation of such Mortgaged Property.
	
         

        12
	
         

        Review the MS Servicer Notices for a notation or
        other indication of any proceeding pending or threatened for the total or partial condemnation of any Mortgaged Property as of
        the Cut-off Date and as of the origination date, or for a notation or other indication that GSMC had knowledge as of the Cut-off
        Date and as of the origination date of any such proceeding that would have a material adverse effect on the value, use or operation
        of such Mortgaged Property. If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        13. Actions Concerning Mortgage Loan. As of
        the date of origination and to GSMC’s knowledge as of the Cut-off Date, there was no pending or filed action, suit or proceeding,
        arbitration or governmental investigation involving any mortgagor, guarantor, or mortgagor’s interest in the related Mortgaged
        Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such mortgagor’s
        title to such Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such mortgagor’s ability to perform
        under the related GSMC Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the principal
        benefit of the security intended to be provided by the related Mortgage Loan documents or (f) the current principal use of such
        Mortgaged Property.
	
         

        13a
	
         

        Review the Mortgage Loan Documents, the Mortgagor’s
        Counsel Opinion and the MS Servicer Notices for an indication of pending or filed action, suit or proceeding, arbitration or governmental
        investigation involving any mortgagor, guarantor, or mortgagor’s interest in the related Mortgaged Property that existed
        on the origination date (and with respect to GSMC’s knowledge, as of the Cut-off Date) . If such an indication is not found,
        it will be a Test pass.
	
         

        Mortgage Loan Documents; Mortgagor’s Counsel
        Opinion; MS Servicer Notices

	
         

        13b
	
         

        Review the MS Servicer Notices to determine if an
        adverse outcome of any such pending, filed or threatened action, suit or proceeding, arbitration or governmental investigation
        involving any mortgagor, guarantor, or Mortgaged Property would reasonably be expected to adversely affect the matters set forth
        in clauses (a)-(f) of representation and warranty 13. If any such adverse outcome would not reasonably be expected to adversely
        affect the matters set forth in clauses (a)-(f) of representation and warranty 13, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        14. Escrow Deposits. All escrow deposits
        and payments required to be escrowed with any Mortgagee pursuant to each GSMC Mortgage Loan are in the possession, or under the
        control, of GSMC or its servicer, and there are no deficiencies (subject to any applicable
	
         

        14a
	
         

        Review the MS Servicer Notices for a notation or
        other indication of any escrow deposits and payments required to be escrowed with any Mortgagee pursuant to each GSMC Mortgage
        Loan not in the servicer’s possession
	
         

        MS Servicer Notices



 


    Exhibit PP-A-13


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required to be escrowed with the related Mortgagee under the related Mortgage Loan documents are being conveyed by GSMC to Depositor or its servicer.	 	or control. If such a notation or other indication is not found, it will be a Test pass.	 
	
         

        14b
	
         

        Review the MS Servicer Notices to determine if
        all escrows and deposits required pursuant to the GSMC Mortgage Loan have been conveyed by GSMC to the Depositor or its servicer.
        If so determined, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        15. No Holdbacks. The principal amount
        of each GSMC Mortgage Loan stated on the GSMC mortgage loan schedule attached to the related MLPA has been fully disbursed as of
        the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the
        GSMC Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction
        of certain conditions relating to leasing, repairs or other matters with respect to the related Mortgaged Property, the mortgagor
        or other considerations determined by GSMC to merit such holdback).
	
         

        15a
	
         

        Review the Mortgage Loan Schedule, Loan Agreement,
        Mortgage Note and origination settlement statement to determine if the principal amount of each GSMC Mortgage Loan was fully disbursed
        as of the Closing Date. If so determined, it will be a Test pass.
	
         

        Mortgage Loan Schedule; Loan Agreement; Mortgage
        Note; Origination settlement statement

	
         

        15b
	
         

        Review the Mortgage Loan Documents to determine
        if there is no requirement for future advances by the Mortgagee (except in those cases where the full amount of each GSMC Mortgage
        Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions
        relating to leasing, repairs, or other matters with respect to the related Mortgaged Property, the mortgagor or other considerations
        determined by GSMC to merit such holdback). If so determined, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        16. Insurance. Each related Mortgaged Property
        is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss
        in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes
        replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan documents and having a claims-paying
        or financial strength rating of at least “A-:VIII” from A.M. Best Company or “A3” (or the equivalent) from
        Moody’s Investors Service, Inc. or “A-” from S&P Global Ratings (collectively the “Insurance Rating
        Requirements”), in an amount (subject to a customary deductible) not less than the lesser of (1) the original principal balance
        of the related GSMC Mortgage
	
         

        16a
	
         

        Review the Insurance Summary Report (or solely with respect
        to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if it shows
        that the related Mortgaged Property is insured by a property insurance policy providing coverage for loss in accordance with coverage
        found under a “special cause of loss form” or “all-risk form” that includes replacement cost valuation
        issued by an insurer meeting the requirements of the related Mortgage Loan Documents and the Insurance Rating Requirements (as
        defined in representation and warranty 16), in an amount (subject to customary deductibles) not
	
         

        Insurance Summary Report (solely with respect to
        residential cooperative properties, the insurance policies and/or certificates of insurance)



 


    Exhibit PP-A-14


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	
        Loan and (2) the full insurable value on a replacement
        cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the related mortgagor and included in such
        Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing
        such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.

         

        Each related
        Mortgaged Property is also covered, and required to be covered pursuant to the related Mortgage Loan documents, by business interruption
        or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with respect
        to each GSMC Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months).

         

        If any material
        part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register
        by the Federal Emergency Management Agency as a “Special Flood Hazard Area,” the related mortgagor is required to maintain
        insurance in the maximum amount available under the National Flood Insurance Program (irrespective of whether such coverage is
        provided pursuant to a National Flood Insurance Program policy or through a private policy), plus such additional flood coverage
        in an amount as is generally required by GSMC for comparable mortgage loans intended for securitization.

         

        If a Mortgaged
        Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina
        or North Carolina, the related mortgagor is required to maintain coverage for windstorm and/or windstorm related perils and/or
        “named storms” issued by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm
        and/or windstorm related perils and/or named storms, in an amount not less than the lesser of (1) the
	 	less than the lesser of (1) the original principal balance of the related GSMC Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the related mortgagor and included in such Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the Mortgaged Property. If so determined, it will be a Test pass.	 
	
         

        16b
	
         

        Review the Mortgage Loan Documents for provisions
        requiring the insurance coverage as stated in Test 17a above. If such provisions are found, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        16c
	
         

        Review the Insurance Summary Report (or, solely
        with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine
        if it shows that the related Mortgaged Property is insured for business interruption or rental loss insurance which (subject to
        a customary deductible) covers a period of not less than 12 months (or with respect to each GSMC Mortgage Loan on a single asset
        with a principal balance of $50 million or more, 18 months). If such provisions are found, it will be a Test pass.
	
         

        Insurance Summary Report (solely with respect to
        residential cooperative properties, the insurance policies and/or certificates of insurance)

	
         

        16d
	
         

        Review the Mortgage Loan Documents for provisions
        requiring the insurance coverage as stated in Test 16c above. If such provisions are found, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        16e
	
         

        Review the Mortgage Loan Documents and/or the survey
        to determine if any material part of the improvements, exclusive of a parking lot, located on the Mortgaged Property is in an area
        identified in the
	
         

        Mortgage Loan Documents; Survey; Insurance Summary
        Report



 


    Exhibit PP-A-15


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	
        original principal balance of
        the related GSMC Mortgage Loan and (2) 100% of the full insurable value on a replacement cost basis of the improvements and personalty
        and fixtures included in the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements.

         

        Each Mortgaged
        Property is covered, and required to be covered pursuant to the related Mortgage Loan documents, by a commercial general liability
        insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual
        damage and personal injury (including bodily injury and death) in amounts as are generally required by prudent institutional commercial
        mortgage lenders, and in any event not less than $1 million per occurrence and $2 million in the aggregate.

         

        An architectural
        or engineering consultant has performed an analysis of each Mortgaged Property located in seismic zones 3 or 4 in order to evaluate
        the structural and seismic condition of such property, for the sole purpose of assessing the scenario expected limit (“SEL”)
        for the Mortgaged Property in the event of an earthquake. In such instance, the SEL was based on a 475-year return period, an exposure
        period of 50 years and a 10% probability of exceedance. If the resulting report concluded that the SEL would exceed 20% of the
        amount of the replacement costs of the improvements, earthquake insurance on such Mortgaged Property was obtained from an insurer
        rated at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service,
        Inc. or “A-” by S&P Global Ratings in an amount not less than 100% of the SEL.

         

        The Mortgage
        Loan documents for each GSMC Mortgage Loan require insurance proceeds in respect of a property loss to be applied either (a) to
        the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5%
        of the then outstanding principal amount of the related GSMC Mortgage Loan (or related Whole Loan), the
	 	Federal Register by the Federal Emergency Management Agency as a “Special Flood Hazard Area.” If so determined, review the Insurance Summary to determine whether the mortgagor maintains insurance in the maximum amount available under the National Flood Insurance Program (irrespective of whether such coverage is provided pursuant to a National Flood Insurance Program policy or through a private policy) plus such additional flood coverage in an amount as is generally required by GSMC for comparable mortgage loans intended for securitization. If so determined, it will be a Test pass.	 
	
         

        16f
	
         

        If the Mortgaged Property is located within 25 miles
        of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, review the Insurance
        Summary Report to determine if the property is covered for windstorm and/or windstorm related perils and/or “named storms”
        or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms in an amount not less than the
        lesser of (1) the original principal balance of the related GSMC Mortgage Loan and (2) 100% of the full insurable value on a replacement
        cost basis of the improvements, and personalty and fixtures owned by the mortgagor and included in the related Mortgaged Property
        by an insurer meeting the Insurance Rating Requirements. If so determined with respect to each part of this Test, it will be a
        Test pass.
	
         

        Insurance Summary Report (solely with respect to
        residential cooperative properties, the insurance policies and/or certificates of insurance)

	
         

        16g
	
         

        Review the Insurance Summary Report dated before
        the Cut-off Date (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates
        of insurance) and Mortgage Loan Documents to determine if the Mortgage Property is covered, and required to be covered pursuant
        to the related Mortgage Loan Documents, by a commercial general liability insurance policy issued by an insurer
	
         

        Insurance Summary Report (solely with respect to
        residential cooperative properties, the insurance policies and/or certificates of insurance); Mortgage Loan Documents



 


    Exhibit PP-A-16


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	
        Mortgagee (or a trustee appointed by it) having the right
        to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal
        balance of such GSMC Mortgage Loan together with any accrued interest thereon.

         

        All premiums on all insurance policies referred
        to in this section required to be paid as of the Cut-off Date have been paid, and such insurance policies name the Mortgagee under
        each GSMC Mortgage Loan and its successors and assigns as a loss payee under a Mortgagee endorsement clause or, in the case of
        the general liability insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the
        Trustee. Each related GSMC Mortgage Loan obligates the related mortgagor to maintain all such insurance and, at such mortgagor’s
        failure to do so, authorizes the Mortgagee to maintain such insurance at the mortgagor’s reasonable cost and expense and
        to charge such mortgagor for related premiums. All such insurance policies (other than commercial liability policies) require at
        least 10 days’ prior notice to the Mortgagee of termination or cancellation arising because of nonpayment of a premium and
        at least 30 days’ prior notice to the Mortgagee of termination or cancellation (or such lesser period, not less than 10 days,
        as may be required by applicable law) arising for any reason other than non-payment of a premium and no such notice has been received
        by GSMC.
	 	meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by prudent institutional commercial mortgage lenders, and in any event not less than $1 million per occurrence and $2 million in the aggregate. If so determined, it will be a Test pass.	 
	
         

        16h
	
         

        Review the property condition assessment to determine
        if the properties are located in a seismic zone 3 or 4. If so determined, review the seismic engineering study to determine if
        it has been performed by an architectural or engineering consultant for the sole purpose of assessing the scenario expected limit
        (“SEL”) for the Mortgaged Property in the event of an earthquake and based on a 475-year return period, an exposure
        period of 50 years and a 10% probability of exceedance. If so determined, it will be a Test pass.
	
         

        Property condition assessment; Seismic engineering
        study

	
         

        16i
	
         

        Review the most recent seismic engineering study
        or Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or
        certificates of insurance) to determine if the SEL would exceed 20% of the amount of the replacement costs of the improvements,
        and if so, review to determine if earthquake insurance on each Mortgaged Property was obtained. If so determined, determine if
        the insurer is rated at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s
        Investors Service, Inc. or “A-” by S&P Global Ratings. The insurance amount should be not less than 100% of the
        SEL. If so determined with respect to each part of the Test, it will be a Test pass.
	
         

        Seismic engineering study; Insurance Summary Report
        (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)

	
         

        16j
	
         

        Review the Mortgage Loan Documents for provisions
        requiring that insurance proceeds in respect of a property loss be applied either (a) to the repair or
	
         

        Mortgage Loan Documents



 


    Exhibit PP-A-17


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	 	 	restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding principal amount of the GSMC Mortgage Loan (or related Whole Loan), the Mortgagee (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such GSMC Mortgage Loan together with any accrued interest thereon. If such provisions are found, it will be a Test pass.	 
	
         

        16k
	
         

        Review the MS Servicer Notices for a notation or
        other indication that insurance premiums are current as of the Cut-off Date. If such a notation or other indication is found, it
        will be a Test pass.
	
         

        MS Servicer Notices

	
         

        16l
	
         

        Review the Insurance Summary Report (or solely with
        respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if
        the insurance policies name the Mortgagee under any GSMC Mortgage Loan and its successors and assigns as a loss payee under a mortgagee
        endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. If so determined,
        it will be a Test pass.
	
         

        Insurance Summary Report (solely with respect to
        residential cooperative properties, the insurance policies and/or certificates of insurance)

	
         

        16 m
	
         

        Review the Insurance Summary Report (or solely with
        respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if
        the insurance will inure to the benefit of the Trustee. If so determined, it will be a Test pass.
	
         

        Insurance Summary Report (solely with respect to
        residential cooperative properties, the insurance policies and/or certificates of insurance)

	
         

        16n
	
         

        Review the Mortgage Loan Documents to determine
        if any GSMC Mortgage Loan obligates the mortgagor to maintain all such insurance and, at such mortgagor’s failure to do so,
        authorizes the Mortgagee to maintain
	
         

        Mortgage Loan

        Documents



 


    Exhibit PP-A-18


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	 	 	such insurance at the mortgagor’s unreasonable cost and expense and to charge such mortgagor for related premiums. If so determined, it will be a Test pass.	 
	
         

        16o
	
         

        Review the Insurance Summary Report (or solely with
        respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if
        the insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the Mortgagee
        of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the Mortgagee
        of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for
        any reason other than non-payment of a premium. If so determined, it will be a Test pass.
	
         

        Insurance Summary Report (solely with respect to
        residential cooperative properties, the insurance policies and/or certificates of insurance)

	
         

        16p
	
         

        Review the MS Servicer Notices for a notation or
        other indication that any notice described in Test 16o may have been received by GSMC. If such a notation or other indication is
        not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        17. Access; Utilities; Separate Tax Lots.
        Each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has access
        via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road, (b) is served by or
        has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities, all of which
        are appropriate for the current use of such Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not
        include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy
        insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable governing authority
        for creation of separate tax lots, in which case the related GSMC Mortgage Loan requires the mortgagor to escrow
	
         

        17a
	
         

        Review the zoning report, Title Policy and survey,
        engineering report or property condition assessment, the Mortgage Loan Seller Diligence and the ESA to determine if each Mortgaged
        Property is located on or adjacent to a public road and has direct legal access to such road, or has access via an irrevocable
        easement or irrevocable right of way permitting ingress and egress to/from a public road. If so determined, it will be a Test pass.
	
         

        Zoning report; Title Policy; Survey; Engineering
        report or property condition assessment; Mortgage Loan Seller Diligence; ESA

	
         

        17b
	
         

        Review the zoning report, Title Policy and survey,
        engineering report or property condition assessment, the Mortgage Loan Seller Diligence and the ESA to determine if each Mortgaged
        Property is served by or has uninhibited access rights to public or private water
	
         

        Zoning report; Title Policy; Survey; Engineering
        report or property condition assessment; Mortgage



 


    Exhibit PP-A-19


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	an amount sufficient to pay taxes for the existing tax parcel of which such Mortgaged Property is a part until the separate tax lots are created.	 	and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of such Mortgaged Property. If so determined, it will be a Test pass.	Loan Seller Diligence; ESA
	
         

        17c
	
         

        Review the Title Policy and survey to determine
        if each Mortgaged Property constitutes one or more separate tax parcels and do not include any property which is not part of the
        Mortgaged Property or is subject to an endorsement under the most recently dated Title Policy insuring the Mortgaged Property,
        or in certain cases, an application has been, or will be, made to the applicable governing authority for creation of separate tax
        lots, in which case the related GSMC Mortgage Loan requires the mortgagor to escrow an amount sufficient to pay taxes for the existing
        tax parcel of which such Mortgaged Property is a part until the separate tax lots are created. If so determined, it will be a Test
        pass.
	
         

        Title Policy; Survey; Mortgage Loan Documents

	
         

        18. No Encroachments. To GSMC’s
        knowledge based solely on surveys obtained in connection with origination and the Mortgagee’s Title Policy (or, if such policy
        is not yet issued, a pro forma title policy, a preliminary title policy with escrow instructions or a “marked up” commitment)
        obtained in connection with the origination of each GSMC Mortgage Loan, all material improvements that were included for the purpose
        of determining the appraised value of the related Mortgaged Property at the time of the origination of such GSMC Mortgage Loan
        are within the boundaries of the related Mortgaged Property, except encroachments that do not materially and adversely affect the
        value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. No
        improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that do not materially
        and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under
        the Title Policy. No improvements encroach upon
	
         

        18a
	
         

        Review the survey, Title Policy and Appraisal
        to determine if all material improvements that were included for the purpose of determining the appraised value of the Mortgaged
        Property at the time of the origination of such GSMC Mortgage Loan are within the boundaries of the related Mortgaged Property,
        except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for
        which insurance or endorsements were obtained under the Title Policy. If so determined, it will be a Test pass.
	
         

        Survey; Title Policy; Appraisal

	
         

        18b
	
         

        Review the survey, and Title Policy and Appraisal
        to determine if there exist improvements on adjoining parcels that encroach onto the Mortgaged Property that materially and adversely
        affect the value and current use of such Mortgage Property and for which insurance or endorsements were obtained under the Title
        Policy. If not so determined, it will be a Test pass.
	
         

        Survey; Title Policy; Appraisal



 


    Exhibit PP-A-20


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	any easements except for encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.	
         

        18c
	
         

        Review the survey, Title Policy and Appraisal to
        determine if there exist material improvements that encroach upon any easements except for encroachments the removal of which would
        not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements
        were obtained under the Title Policy. If not so determined, it will be a Test pass.
	
         

        Survey; Title Policy; Appraisal

	
         

        19. No Contingent Interest or Equity Participation.
        No GSMC Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature
        (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated
        Repayment Date) or an equity participation by GSMC.
	
         

        19
	
         

        Review the Mortgage Loan Documents for any shared
        appreciation feature or any other contingent interest feature, any negative amortization feature (except that an ARD Loan may provide
        for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity
        participation by GSMC. If no such feature is found with respect to each part of this Test, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        20. REMIC. Each GSMC Mortgage Loan is a “qualified
        mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without regard to the rule in Treasury Regulations
        Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price
        of the GSMC Mortgage Loan to the related mortgagor at origination did not exceed the non-contingent principal amount of the GSMC
        Mortgage Loan and (B) either: (a) such GSMC Mortgage Loan is secured by an interest in real property (including buildings and structural
        components thereof, but excluding personal property) having a fair market value (i) at the date the GSMC Mortgage Loan (or related
        Whole Loan) was originated at least equal to 80% of the adjusted issue price of the GSMC Mortgage Loan (or related Whole Loan)
        on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the GSMC Mortgage Loan (or related
        Whole Loan) on such date, provided that for purposes hereof, the fair market value of the real property interest must first
        be reduced by (A) the amount of any lien on the real property interest that is
	
         

        20a
	
         

        Review the origination settlement statement and Mortgage
        Note to determine if the proceeds advanced by the Mortgagee did not exceed the non-contingent principal amount of the GSMC Mortgage
        Loan. If so determined, it will be a Test pass.
	
         

        Origination settlement statement; GSMC Mortgage Loan

	
         

        20b
	
         

        Review the most recent appraisal and Mortgage Loan
        Documents to determine if (a) the GSMC Mortgage Loan is secured by an interest in real property (including buildings and structural
        components thereof, but excluding personal property) having a fair market value (i) at the date the GSMC Mortgage Loan was originated
        at least equal to 80% of the adjusted issue price of the GSMC Mortgage Loan (or related Whole Loan) on such date or (ii) at the
        Closing Date at least equal to 80% of the adjusted issue price of the GSMC Mortgage Loan (or related Whole Loan) on such date,
        provided that for purposes of clauses (i) and (ii) above, the fair market value of the real property interest must first be reduced
	
         

        Appraisal; Mortgage Loan Documents



 


    Exhibit PP-A-21


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	senior to the GSMC Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the GSMC Mortgage Loan; or (b) substantially all of the proceeds of such GSMC Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such GSMC Mortgage Loan (other than a recourse feature or other third party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If the GSMC Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such GSMC Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the GSMC Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto. Any prepayment premium and yield maintenance charges applicable to the GSMC Mortgage Loan constitute “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-1(b)(2). All terms used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.	 	by (A) the amount of any lien on the real property interest that is senior to the GSMC Mortgage Loan and (B) a proportionate amount of any lien that is in parity with such GSMC Mortgage Loan or (b) substantially all of the proceeds of such GSMC Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such GSMC Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If so determined, it will be a Test pass.	 
	
         

        20c
	
         

        Review the MS Servicer Notices for an indication
        or other notation that the GSMC Mortgage Loan was modified prior to the Closing Date, and if so, if the modification was made as
        to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably
        foreseeable default of such GSMC Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(i) in the first sentence
        of representation and warranty 20 (substituting the date of the last such modification for the date any GSMC Mortgage Loan was
        originated) or sub-clause (B)(ii) in the first sentence of representation and warranty 20, including the proviso thereto. If there
        were any such modifications, and such a notation or other indication is found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        20d
	
         

        Review the MS Servicer Notices for a notation or
        other indication of any claim or assertion to the effect that the Prepayment Premiums and Yield Maintenance Charges applicable
        to any GSMC Mortgage Loan do not constitute “customary prepayment penalties”. If such a notation or other indication
        is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        21. Compliance with Usury Laws. The Mortgage
        Rate (exclusive of any default interest, late charges, yield maintenance charge, or
	
         

        21a
	
         

        Review the MS Servicer Notices for a notation or
        other indication of any claim or assertion to the effect that the
	
         

        MS Servicer Notices



 


    Exhibit PP-A-22


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	prepayment premiums) of each GSMC Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.	 	terms of each GSMC Mortgage Loan do not comply with applicable local, state, and federal laws in any material respect. If such a notation or other indication is not found, it will be a Test pass.	 
	
         

        21b
	
         

        Review the MS Servicer Notices for a notation or other
        indication of any claim or assertion to the effect that any material requirements pertaining to the origination of each GSMC Mortgage
        Loan, including but not limited to, usury and any and all other material requirements of any federal, state or local law have not
        been complied with. If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        21c
	
         

        Review the Mortgage Loan Documents to determine if
        they provide that each GSMC Mortgage Loan complied with usury laws. If so determined, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        22. Authorized to do Business. To the extent
        required under applicable law, as of the Cut-off Date or as of the date that such entity held the Mortgage Note, each holder of
        the Mortgage Note was authorized to originate, acquire and/or hold (as applicable) the Mortgage Note in the jurisdiction in which
        each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability
        of such GSMC Mortgage Loan by the issuing entity.
	
         

        22
	
         

        Review the MS Servicer Notices for a notation or
        other indication of any claim or assertion that as of the Cut-off Date or as of the date that GSMC or the date that such other
        entity held the Mortgage note, each such holder of the Mortgage Note was not authorized to originate, acquire and/or hold (as applicable)
        the Mortgage Note in the jurisdiction in which each related Mortgaged Property is located. If such a notation or other indication
        is found, determine whether the failure to be so authorized could not materially and adversely affect the enforceability of such
        GSMC Mortgage Loan by the issuing entity. If so determined, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        23. Trustee under Deed of Trust. With respect
        to each Mortgage which is a deed of trust, as of the date of origination and, to GSMC’s knowledge, as of the Closing Date,
        a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been
        substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable
        law by
	
         

        23a
	
         

        Review the Mortgage Loan Documents to determine
        if a trustee is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be
        substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable
        law by the related mortgagee. If so determined, it will be a Test
	
         

        Mortgage Loan Documents



 


    Exhibit PP-A-23


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	the related Mortgagee.	 	pass.	 
	 	
         

        23b
	
         

        Review the MS Servicer Notices for any indication
        that GSMC as of the Closing Date had knowledge that the appointed Trustee was not qualified under applicable law to serve as such,
	 
	
         

        24. Local Law Compliance. To GSMC’s
        knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning
        consultant’s report, an endorsement to the related Title Policy, or other affirmative investigation of local law compliance
        consistent with the investigation conducted by GSMC for similar commercial and multifamily mortgage loans intended for securitization,
        there are no material violations of applicable zoning ordinances, building codes and land laws (collectively “Zoning Regulations”)
        with respect to the improvements located on or forming part of each Mortgaged Property securing a GSMC Mortgage Loan as of the
        date of origination of such GSMC Mortgage Loan (or related Whole Loan, as applicable) and as of the Cut-off Date, other than those
        which (i) are insured by the Title Policy or a law and ordinance insurance policy or (ii) would not have a material adverse effect
        on the value, operation or net operating income of the related Mortgaged Property. The terms of the related Mortgage Loan documents
        require the mortgagor to comply in all material respects with all applicable governmental regulations, zoning and building laws.
	
         

        24a
	
         

        Review the zoning report and title policy for an
        indication that there are no material violations of applicable zoning ordinances, building codes and land laws with respect to
        the improvements located on or forming part of each Mortgaged Property securing a GSMC Mortgage Loan as of the date of origination
        of such GSMC Mortgage Loan (or related Whole Loan, as applicable) and as of the Cut-off Date, other than those which (i) are insured
        by the Title Policy or a law and ordinance insurance policy or (ii) would not have a material adverse effect on the value, operation
        or net operating income of the related Mortgaged Property. If such indication is found, it will be a Test pass.
	
         

        Zoning Report; Title Policy

	
         

        24b
	
         

        Review the related Mortgage Loan Documents for provisions
        that require the mortgagor to comply in all material respects with all applicable governmental regulations, zoning and building
        laws. If such provisions are found, it will be a Test pass.
	
         

        Mortgage Loan Documents

	 	
         

        24c
	
         

        Review the MS Servicer Notices to determine if GSMC
        had knowledge of a material violation of Zoning Regulations as outlined in test 24a above. If no indication is found, it will be
        a Test pass.
	
         

        MS Servicer Notices

	
         

        25. Licenses and Permits. Each mortgagor covenants
        in the related Mortgage Loan documents that it will keep all material licenses, permits and applicable governmental authorizations
        necessary for its operation of the related Mortgaged Property in full force and
	
         

        25a
	
         

        Review the Mortgage Loan Documents to determine
        if the mortgagor has covenanted to keep all material licenses, permits and applicable governmental authorizations necessary for
        its operation of the related
	
         

        Mortgage Loan

        Documents



 


    Exhibit PP-A-24


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	effect, and to GSMC’s knowledge based upon any of a letter from any government authorities or other affirmative investigation of local law compliance consistent with the investigation conducted by GSMC for similar commercial and multifamily mortgage loans intended for securitization, all such material licenses, permits and applicable governmental authorizations are in effect.  Each GSMC Mortgage Loan requires the related mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.	 	Mortgaged Property in full force and effect. If so determined, it will be a Test pass.	 
	
         

        25b
	
         

        Review the Mortgage Loan Documents and the MS Servicer
        Notices for a notation or other indication that GSMC had knowledge that any licenses, permits, franchises, certificates of occupancy
        and applicable governmental authorizations necessary for the operation of the Mortgaged Property are not in effect. If such a notation
        or other indication is not found, it will be a Test pass.
	
         

        Mortgage Loan Documents; MS Servicer Notices

	
         

        25c
	
         

        Review the Mortgage Loan Documents for provisions
        requiring the related mortgagor to be qualified to do business in the jurisdiction in which the Mortgaged Property is located.
        If such provisions are found, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        26. Recourse Obligations. The Mortgage
        Loan documents for each GSMC Mortgage Loan provide that such GSMC Mortgage Loan (a) becomes full recourse to the mortgagor and
        guarantor (which is a natural person or persons, or an entity distinct from the mortgagor (but may be affiliated with the mortgagor)
        that has assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following events: (i)
        if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar
        federal or state law, will be filed by the related mortgagor; (ii) the related mortgagor or guarantor will have colluded with (or,
        alternatively, solicited or caused to be solicited) other creditors to cause an involuntary bankruptcy filing with respect to the
        such mortgagor or (iii) voluntary transfers of either the Mortgaged Property or equity interests in the mortgagor made in violation
        of the related Mortgage Loan documents; and (b) contains provisions providing for recourse against the mortgagor and guarantor
        (which is a natural person or persons, or an entity distinct from the mortgagor (but may be affiliated with the mortgagor) that
        has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and
	
         

        26
	
         

        Review the Mortgage Loan Documents for each GSMC
        Mortgage Loan for provisions outlined in clauses (a) (i) through (iii) and (b) (i) through (v) of representation and warranty 26.
        If such provisions are found, it will be a Test pass.
	
         

        Mortgage Loan

        Documents



 


    Exhibit PP-A-25


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	damages sustained by reason of  such mortgagor’s (i) misappropriation of rents after the occurrence of an event of default under the related GSMC Mortgage Loan; (ii) misappropriation of (A) insurance proceeds or condemnation awards or (B) security deposits or, alternatively, the failure of any security deposits to be delivered to the Mortgagee upon foreclosure or action in lieu thereof (except to the extent applied in accordance with leases prior to a GSMC Mortgage Loan event of default); (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the Mortgage Loan documents; or (v) commission of intentional material physical waste at the related Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste).	 	 	 
	
         

        27. Mortgage Releases. The terms of the related
        Mortgage or related Mortgage Loan documents do not provide for release of any material portion of the related Mortgaged Property
        from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment, of not less than a specified percentage
        at least equal to the lesser of (i) 110% of the related allocated loan amount of such portion of the Mortgaged Property and (ii)
        the outstanding principal balance of the related GSMC Mortgage Loan, (b) upon payment in full of such GSMC Mortgage Loan, (c) upon
        a Defeasance (as defined in (32) below), (d) releases of out-parcels that are unimproved or other portions of the related Mortgaged
        Property which will not have a material adverse effect on the underwritten value of such Mortgaged Property and which were not
        afforded any material value in the appraisal obtained at the origination of the GSMC Mortgage Loan and are not necessary for physical
        access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation
        or taking by a State or any political subdivision or authority thereof. With respect to any partial release under the preceding
        clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a “significant modification” of
        the subject GSMC Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and
	
         

        27a
	
         

        Review the Mortgage Loan documents for provisions
        stating that, if the related Mortgage Loan Documents permit a property release, the only conditions under which a property may
        be released during the life of the GSMC Mortgage Loan are as set forth in clauses (a) through (e) of the first sentence of representation
        and warranty 27. If such provisions are found, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        27b
	
         

        Review the Mortgage Loan Documents for provisions
        stating that with respect to any partial release described in clauses (a) or (d) of the first sentence of representation and warranty
        27 either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject GSMC
        Mortgage Loan within the meaning of Treasury Regulation Section 1.860G-2(b)(2) and (ii) would not cause the subject GSMC Mortgage
        Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee
        or servicer can, in accordance with the related Loan Documents, condition such release of collateral on the related mortgagor’s
        delivery of an opinion of tax counsel to the effect
	
         

        Mortgage Loan Documents



 


    Exhibit PP-A-26


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	
        (ii) would not cause the subject GSMC Mortgage Loan to
        fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or
        servicer can, in accordance with the related Mortgage Loan documents, condition such release of collateral on the related mortgagor’s
        delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding
        clause (x), for all GSMC Mortgage Loans originated after December 6, 2010, if the fair market value of the real property constituting
        such Mortgaged Property after the release is not equal to at least 80% of the principal balance of the GSMC Mortgage Loan (or related
        Whole Loan)outstanding after the release, the related mortgagor is required to make a payment of principal in an amount not less
        than the amount required by the REMIC provisions of the Code.

         

        With respect to any partial
        release under the preceding clause (e), for all GSMC Mortgage Loans originated after December 6, 2010, the mortgagor can be required
        to pay down the principal balance of the related GSMC Mortgage Loan in an amount not less than the amount required by the REMIC
        provisions of the Code and, to such extent, such amount may not be required to be applied to the restoration of the Mortgaged Property
        or released to the mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the
        Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining
        Mortgaged Property is not equal to at least 80% of the remaining principal balance of the GSMC Mortgage Loan (or related Whole
        Loan).

         

        No GSMC Mortgage Loan that is secured by more than
        one Mortgaged Property or that is cross-collateralized with another GSMC Mortgage Loan permits the release of cross-collateralization
        of the related Mortgaged Properties or a portion thereof, including due to partial condemnation, other than in compliance with
        the REMIC provisions of the Code.
	 	specified in the immediately preceding clause (x). For purposes of the preceding clause (x), for all GSMC Mortgage Loans originated after December 6, 2010, if the fair market value of the real property constituting such Mortgaged Property after the release is not equal to at least 80% of the principal balance of the GSMC Mortgage Loan or Whole Loan, as applicable, outstanding after the release, the mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC provisions of the Code. If such provisions are found, it will be a Test pass.	 
	
         

        27c
	
         

        Review the Mortgage Loan Documents for provisions
        stating that in the case of any partial release under clause (e) of representation and warranty 27, the mortgagor can be required
        to pay down the principal balance of the related GSMC Mortgage Loan or Whole Loans, as applicable, in an amount not less than the
        amount required by the REMIC provisions of the Code and, to such extent, such amount may not be required to be applied to the restoration
        of the Mortgaged Property or released to the mortgagor, if, immediately after the release of such portion of the Mortgaged Property
        from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting
        the remaining Mortgaged Property is not equal to at least 80% of the remaining principal balance of the GSMC Mortgage Loan or related
        Whole Loan. If such provisions are found, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        27d
	
         

        Review the Mortgage Loan Documents for provisions
        stating that no GSMC Mortgage Loan that cross-collateralized with another GSMC Mortgage Loan permits the release of cross-collateralization
        of the related Mortgaged Properties or a portion thereof, including due to partial condemnation, other than in compliance with
        the REMIC Provisions of the Code. If
	
         

        Mortgage Loan Documents



 


    Exhibit PP-A-27


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	 	 	such provisions are found, it will be a Test pass.	 
	
         

        28. Financial Reporting and Rent Rolls. The
        GSMC Mortgage Loan documents for each GSMC Mortgage Loan require the related mortgagor to provide the owner or holder of the Mortgage
        with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly (other than for single-tenant
        properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial
        statements, which annual financial statements with respect to each GSMC Mortgage Loan with more than one mortgagor are in the form
        of an annual combined balance sheet of the mortgagor entities (and no other entities), together with the related combined statements
        of operations, members’ capital and cash flows, including a combining balance sheet and statement of income for the Mortgaged
        Properties on a combined basis.
	
         

        28a
	
         

        Review the Mortgage Loan Documents for provisions
        that require the related mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant
        properties) and annual operating statements. If such provisions are found, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        28b
	
         

        Review the Mortgage Loan Documents for provisions
        that require the mortgagor to provide the owner or holder of the GSMC Mortgage Loan with quarterly (other than for single-tenant
        properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial
        statements, which annual financial statements with respect to each GSMC Mortgage Loan with more than one mortgagor are in the form
        of an annual combined balance sheet of the mortgagor entities (and no other entities), together with the related combined statements
        of operations, members’ capital and cash flows, including a combining balance sheet and statement of income for the Mortgaged
        Properties on a combined basis. If such provisions are found, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        29. Acts of Terrorism Exclusion. With respect
        to each GSMC Mortgage Loan over $20 million, the related special-form all-risk insurance policy and business interruption policy
        (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the
        Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007, as amended
        by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIA”), from
        coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each other GSMC
        Mortgage Loan, the related special all-risk insurance policy and business interruption
	
         

        29a
	
         

        Review the Mortgage Loan Documents to determine if
        the original principal balance was greater than $20 million. If so, review the insurance coverage review document for an indication
        that the special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating
        Requirements) do not specifically exclude acts of terrorism, from coverage, or if they do, there exists a separate terrorism insurance
        policy related to the Mortgaged Property. If such an indication is found, it will be a Test pass.
	
         

        Mortgage Loan Documents; Insurance coverage review
        document

	
         

        29b
	
         

        Review the insurance policy to determine if, as of the
	
         

        Mortgage Loan



 


    Exhibit PP-A-28


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination of the GSMC Mortgage Loan, and, to GSMC’s knowledge, do not, as of the Cut-off Date, specifically exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each GSMC Mortgage Loan, the related Loan Documents do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto; provided, however, that if TRIA or a similar or subsequent statute is not in effect, then provided that terrorism insurance is commercially available, the mortgagor under each GSMC Mortgage Loan is required to carry terrorism insurance, but in such event the mortgagor shall not be required to spend more than the Terrorism Cap Amount on terrorism insurance coverage, and if the cost of terrorism insurance exceeds the Terrorism Cap Amount, the mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to the Terrorism Cap Amount. The “Terrorism Cap Amount” is the specified percentage (which is at least equal to 200%) of the amount of the insurance premium that is payable at such time in respect of the property and business interruption/rental loss insurance required under the related Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance).	 	Cut-off Date, the related special all-risk insurance policy and business interruption policy specifically excluded acts of terrorism from coverage, and if such coverage is excluded, the related Mortgaged Property was not covered by a separate terrorism insurance policy. If not so determined, it will be a Test pass.	Documents; Insurance Policy
	
         

        29c
	
         

        Review the Mortgage Loan Documents for provisions
        that expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA (as defined in
        representation and warranty 29), or damages related thereto, provided, that if TRIA or a similar or subsequent statute is not in
        effect, then, provided that terrorism insurance is commercially available, the mortgagor under each GSMC Mortgage Loan is required
        to carry terrorism insurance, but in such event the mortgagor shall not be required to spend more than the Terrorism Cap Amount
        on terrorism insurance coverage, and if the cost of terrorism insurance exceeds the Terrorism Cap Amount, the mortgagor is required
        to purchase the maximum amount of terrorism insurance available with funds equal to the Terrorism Cap Amount (without giving effect
        to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance). If such provisions
        are not found, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        30. Due on Sale or Encumbrance. Subject to
        specific exceptions set forth below, each GSMC Mortgage Loan contains a “due on sale” or other such provision for the
        acceleration of the payment of the unpaid principal balance of such GSMC Mortgage Loan if, without the consent of the holder of
        the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related
        Mortgage Loan documents (which provide for transfers without the consent of the Mortgagee which are customarily acceptable to prudent
        commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related Mortgaged
        Property, including, without
	
         

        30a
	
         

        Review the Mortgage Loan Documents for “due
        on sale” or other such provisions for the acceleration of the payment of the unpaid principal balance of such GSMC Mortgage
        Loan in the circumstances described in the first sentence of representation and warranty 30. If such provisions are found, it will
        be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        30b
	
         

        Review the Mortgage Loan Documents for provisions
        that require that if Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance,
        the related mortgagor is
	
         

        Mortgage Loan Documents



 


    Exhibit PP-A-29


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) transfers of less than, or other than, a controlling interest in the related mortgagor, (iv) transfers to another holder of direct or indirect equity in the mortgagor, a specific Person designated in the related Loan Documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents, such as a qualified equityholder, (v) transfers of stock or similar equity units in publicly traded companies or (vi) a substitution or release of collateral within the parameters of representation and warranty 27 and 32 or the exceptions thereto set forth on an exhibit to the applicable GSMC Mortgage Loan Purchase Agreement, or (vii) as set forth on an exhibit to the applicable GSMC Mortgage Loan Purchase Agreement by reason of any mezzanine debt that existed at the origination of the related GSMC Mortgage Loan, or future permitted mezzanine debt as set forth on an exhibit to the applicable GSMC Mortgage Loan Purchase Agreement or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan of any GSMC Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) purchase money security interests (iii) any GSMC Mortgage Loan that is cross-collateralized and cross-defaulted with another GSMC Mortgage Loan, as set forth on an exhibit to the applicable GSMC Mortgage Loan Purchase Agreement or (iv) Permitted Encumbrances. The Mortgage or other Mortgage Loan documents provide that, to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the related mortgagor is responsible for such payment along with all other reasonable out-of-pocket fees and expenses incurred by the	 	responsible for such payment along with all other reasonable out-of-pocket fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance. If such provisions are found, it will be a Test pass.	 
	 	 	 	 


 


    Exhibit PP-A-30


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	Mortgagee relative to such transfer or encumbrance.	 	 	 
	
         

        31. Single-Purpose Entity. Each GSMC Mortgage
        Loan requires the related mortgagor to be a Single-Purpose Entity for at least as long as the related GSMC Mortgage Loan is outstanding.
        Both the Mortgage Loan documents and the organizational documents of the mortgagor with respect to each GSMC Mortgage Loan with
        a Cut-off Date Principal Balance in excess of $5 million provide that such mortgagor is a Single-Purpose Entity, and each GSMC
        Mortgage Loan with a Cut-off Date Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation
        of the related mortgagor. For this purpose, a “Single-Purpose Entity” means an entity, other than an individual,
        whose organizational documents (or if the GSMC Mortgage Loan has a Cut-off Date Principal Balance equal to $5 million or less,
        its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed or
        organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the GSMC Mortgage Loans
        and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents
        further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not
        have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness
        other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and
        records and accounts separate and apart from those of any other person (other than a mortgagor for a GSMC Mortgage Loan that is
        cross-collateralized and cross-defaulted with the related GSMC Mortgage Loan), and that it holds itself out as a legal entity,
        separate and apart from any other person or entity.
	
         

        31a
	
         

        Review the Mortgage Loan Documents for provisions that
        require the related mortgagor to be a Single-Purpose Entity (as defined in representation and warranty 31) for at least as long
        as the related GSMC Mortgage Loan is outstanding. If such provisions are found, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        31b
	
         

        Review the Mortgage Loan Schedule for the Cut-off
        Date Balance of the GSMC Mortgage Loan. If the GSMC Mortgage Loan had a Cut-off Stated Principal Date Balance in excess of $5 million,
        review the related Mortgage Loan Documents and the mortgagor’s organizational documents for provisions that require the mortgagor
        to be a Single-Purpose Entity and that the mortgagor’s organizational documents are consistent with the requirement. If so
        determined, it will be a Test pass.
	
         

        Mortgage Loan Schedule; Mortgage Loan Documents;
        Mortgagor’s organizational documents

	
         

        31c
	
         

        Review the Mortgage Loan Schedule for the Cut-off
        Date Balance of the GSMC Mortgage Loan. If the GSMC Mortgage Loan had a Cut-off Stated Principal Date Balance in excess of $20
        million, review the Mortgagor’s Counsel Opinion regarding non-consolidation of the related mortgagor. If such an opinion
        is found, it will be a Test pass.
	
         

        Mortgage Loan Schedule; Mortgagor’s Counsel
        Opinion

	
         

        32. Defeasance. With respect to any GSMC
        Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”), (i) the related
        Mortgage Loan documents provide for defeasance as a unilateral right of the mortgagor, subject to satisfaction of conditions specified
        in the Mortgage Loan
	
         

        32
	
         

        Review the Mortgage Loan Documents for provisions
        allowing the GSMC Mortgage Loan to be defeased, and if so, whether such Mortgage Loan Documents contain the provisions described
        in clauses (i) through (vii) of representation and warranty 32. If such provisions are
	
         

        Mortgage Loan Documents



 


    Exhibit PP-A-31


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	
        documents; (ii) such GSMC Mortgage Loan cannot be defeased
        within two years after the Closing Date; (iii) the mortgagor is permitted to pledge only United States “government securities”
        within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will, in the case of a full Defeasance,
        be sufficient to make all scheduled payments under the GSMC Mortgage Loan when due, including the entire remaining principal balance
        on the maturity date or, if the GSMC Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the related Anticipated
        Repayment Date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment
        penalty), and if the GSMC Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues
        from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified
        percentage at least equal to the lesser of (A) 110% of the allocated loan amount for the real property to be released and (B) the
        outstanding principal balance of the related GSMC Mortgage Loan; (iv) the mortgagor is required to provide a certification from
        an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage
        Note as set forth in (iii) above, (v) if the mortgagor would continue to own assets in addition to the defeasance collateral, the
        portion of the GSMC Mortgage Loan secured by defeasance collateral is required to be assumed (or the Mortgagee may require such
        assumption) by a Single-Purpose Entity; (vi) the mortgagor is required to provide an opinion of counsel that the Mortgagee has
        a perfected security interest in such collateral prior to any other claim or interest; and (vii) the

        mortgagor is required to pay all rating agency fees
        associated with defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable out-of-pocket
        expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.
	 	found, it will be a Test pass.	 
	
         

        33. Fixed Interest Rates. Each GSMC Mortgage
        Loan bears interest at a rate that remains fixed throughout the remaining term of such GSMC Mortgage Loan, except in the case of
        any ARD Loan and
	
         

        33
	
         

        Review the Mortgage Loan Documents for an indication
        that the loan has a fixed interest rate that remains fixed throughout the term of such GSMC Mortgage Loan,
	
         

        Mortgage Loan Documents



 


    Exhibit PP-A-32


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	situations where default interest is imposed.	 	except in the case of any ARD Loan and situations where default interest is imposed. If such an indication is found, it will be a Test pass.	 
	
         

        34. Ground Leases. For purposes of the MLPA,
        a “Ground Lease” means a lease creating a leasehold estate in real property where the fee owner as the ground lessor
        conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the
        premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on
        the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency
        (IDA) or similar leases for purposes of conferring a tax abatement or other benefit.

         

        With respect to any GSMC Mortgage
        Loan where the GSMC Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage
        does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease
        and any estoppel or other agreement received from the ground lessor in favor of GSMC, its successors and assigns, GSMC represents
        and warrants that:

         

        (a) The
        Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is
        acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground
        lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related
        Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided
        by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the GSMC Mortgage
        Loan, except as reflected in any written instruments which are included in the related Mortgage File;
	
         

        34a
	
         

        Review the appraisal to determine if the GSMC Mortgage
        Loan is secured by a Ground Lease (as defined in representation and warranty 34), in whole or in part. If so, review the Title
        Policy and Mortgage Loan Documents for an indication that the related Mortgage does not also encumber the lessor’s fee interest
        in the Mortgaged Property. If such an indication exists, proceed to Tests 34b through 34r.
	
         

        Appraisal; Title Policy; Mortgage Loan Documents

	
         

        34b
	
         

        Review the Title Policy and Mortgage Loan Documents
        for an indication that the Ground Lease or memorandum has been recorded or submitted for recordation. If such indication is found,
        it will be a Test pass.
	
         

        Title Policy; Mortgage Loan Documents

	
         

        34c
	
         

        Review the Ground Lease and any estoppel or other
        agreement received from the ground lessor for an indication that the interest of the lessee is permitted to be encumbered by the
        Mortgage, does not restrict the use of the Mortgaged Property by such lessee, its successors or assigns in a manner that would
        adversely affect the security provided by the Mortgage and has not been materially modified since the origination of the GSMC Mortgage
        Loan, except as reflected in any written instruments which are included in the related Mortgage File. If such indication is found,
        it will be a Test pass.
	
         

        Ground Lease; estoppel or other agreement received
        from ground lessor

	
         

        34d
	
         

        Review the Ground Lease received from the ground
        lessor for a provision that the Ground Lease may not be amended or modified or canceled or terminated without the prior written
        consent of the Mortgagee, If such a provision is found, it will be a Test pass.
	 
	
         

        34e
	
         

        Review the Mortgage File for any indication that GSMC
	
         

        Ground Lease;



 


    Exhibit PP-A-33


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	
         

        (b)        The
        lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the
        Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written
        consent of the Mortgagee;

         

        (c)        The
        Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances,
        may be exercised, and will be enforceable, by either mortgagor or the Mortgagee) that extends not less than 20 years beyond the
        stated maturity of the related GSMC Mortgage Loan, or 10 years past the stated maturity if such GSMC Mortgage Loan fully amortizes
        by the stated maturity (or with respect to a GSMC Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);

         

        (d)        The
        Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except
        for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance
        and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject;

         

        (e)        The
        Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable
        to the holder of the GSMC Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided
        that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned,
        it is further assignable by the holder of the GSMC Mortgage Loan and its successors and assigns without the consent of (but with
        prior notice to) the lessor;

         

        (f)        GSMC
        has not received any written notice of material default under or notice of termination of such Ground
	 	has granted consent to the amendment, modification, cancellation or termination of the Ground Lease since the origination of the GSMC Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File. If no such indication is found, it will be a Test pass.	Mortgage File; MS Servicer Notices; estoppel or other agreement received from ground lessor
	
         

        34f
	
         

        Review the Ground Lease and any estoppel or other
        agreement received from the ground lessor for an indication that it has an original term (or an original term plus one or more
        optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either mortgagor or the Mortgagee)
        that extends not less than 20 years beyond the stated maturity of the related GSMC Mortgage Loan, or ten years past the stated
        maturity if such GSMC Mortgage Loan fully amortizes by the stated maturity (or with respect to a GSMC Mortgage Loan that accrues
        on an actual 360 basis, substantially amortizes). If such an indication is found, it will be a Test pass.
	
         

        Ground Lease; estoppel or other agreement received
        from ground lessor

	
         

        34g
	
         

        Review the Title Policy for an indication that the Ground
        Lease is either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for
        the related fee interest of the ground lessor and the Permitted Encumbrances, or (ii) is subject to a subordination, non-disturbance
        and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject. If either
        indication is found, it will be a Test pass.
	
         

        Title Policy; SNDA

	
         

        34h
	
         

        Review the Ground Lease and any estoppel or other
        agreement received from the ground lessor for an indication that the Ground Lease does not place commercially unreasonable restrictions
        on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the GSMC Mortgage Loan and its successors
        and assigns without the consent of the lessor
	
         

        Ground Lease; estoppel



 


    Exhibit PP-A-34


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	
        Lease. To GSMC’s knowledge,
        there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would
        result in a material default under the terms of such Ground Lease and to GSMC’s knowledge, such Ground Lease is in full force
        and effect as of the Closing Date;

         

        (g)        The
        Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice
        of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is
        given to the Mortgagee;

         

        (h)        The
        Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest
        of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after
        the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease;

         

        (i)        The
        Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial
        mortgage lender;

         

        (j)        Under
        the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together),
        any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other
        than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed
        in subpart (k)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so
        long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or
        a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment
        of the outstanding principal balance of the GSMC Mortgage Loan, together with any accrued interest;
	 	thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease). If such indication is found, it will be a Test pass.	 
	
         

        34i
	
         

        Review the Ground Lease for an indication that in the
        event it is so assigned, it is further assignable by the holder of the GSMC Mortgage Loan and its successors and assigns without
        the consent of (but with prior notice to) the lessor. If such indication is found, it will be a Test pass.
	
         

        Ground Lease

	
         

        34j
	
         

        Review the MS Servicer Notices for notation that GSMC
        has received any written notice of material default under or notice of termination of such Ground Lease. If no such notation is
        found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        34k
	
         

        Review the MS Servicer Notices for notation that
        to GSMC’s knowledge, there is a material default under such Ground Lease or condition that, but for the passage of time or
        giving of notice, would result in a material default under the terms of such Ground Lease. If no such notation is found, it will
        be a Test pass.
	
         

        MS Servicer Notices

	
         

        34l
	
         

        Review the MS Servicer Notices for a notation that
        to GSMC’s knowledge, such Ground Lease was not in full force and effect as of the Closing Date. If no such notation is found,
        it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        34 m
	
         

        Review the Ground Lease and any ancillary agreement
        between the lessor and lessee for provisions that the lessor is required to give to the Mortgagee written notice of any default,
        and provide that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee.
        If such provisions are found, it will be a Test pass.
	
         

        Ground Lease; ancillary agreement

	
         

        34n
	
         

        Review the Ground Lease and Related Documents for
        provisions that the Mortgagee is permitted a reasonable
	
         

        Ground Lease and Related Documents



 


    Exhibit PP-A-35


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	
         

        (k)        In the
        case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and
        the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground
        lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent
        not applied to restoration, will be applied first to the payment of the outstanding principal balance of the GSMC Mortgage Loan,
        together with any accrued interest; and

         

        (l)       Provided
        that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease
        with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy
        proceeding.
	 	opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease. If such provisions are found, it will be a Test pass.	 
	
         

        34o
	
         

        Review the Ground Lease for provisions that impose
        any commercially unreasonable restrictions on subletting in connection with loans originated for securitization. If no such provisions
        are found, it will be a Test pass.
	
         

        Ground Lease

	
         

        34p
	
         

        Review the Ground Lease and any estoppel or other
        agreement received from the ground lessor and the related Mortgage and the Mortgage Loan Documents for an indication that any related
        insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de
        minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause
        (34(k)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as
        such proceeds are in excess of the threshold amount specified in the related Mortgage Loan Documents) the Mortgagee or a trustee
        appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the
        outstanding principal balance of the GSMC Mortgage Loan, together with any accrued interest. If such indications are found, it
        will be a Test pass.
	
         

        Ground Lease; estoppel or other agreement received
        from ground lessor; Mortgage Loan Documents

	
         

        34q
	
         

        Review the Ground Lease and any estoppel or other
        agreement received from ground lessor and the Mortgage Loan Documents for an indication that, in the case of a total or substantially
        total taking or loss, under the terms of the Ground Lease, an estoppel or other
	
         

        Ground Lease; estoppel or other agreement received
        from ground lessor; Mortgage Loan



 


    Exhibit PP-A-36


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	 	 	agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the GSMC Mortgage Loan, together with any accrued interest. If such an indication is found, it will be a Test pass.	Documents
	
         

        34r
	
         

        Review the Ground Lease for provisions that, provided
        that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease
        with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy
        proceeding. If such provisions are found, it will be a Test pass.
	
         

        Ground Lease

	
         

        35. Servicing. The servicing and collection
        practices used by GSMC with respect to the GSMC Mortgage Loans have been, in all respects, legal and have met customary industry
        standards for servicing of commercial loans for conduit loan programs.
	
         

        35
	
         

        Review the MS Servicer Notices for a notation or
        other indication of any claims or assertions to the effect that the servicing and collection practices used by GSMC with respect
        to a GSMC Mortgage Loan was not in all material respects legal, or in accordance customary industry standards for servicing of
        commercial loans for conduit loan programs. If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        36. Origination and Underwriting. The origination
        practices of GSMC (or the related originator if GSMC was not the originator) with respect to each GSMC Mortgage Loan have been,
        in all material respects, legal and as of the date of its origination, such GSMC Mortgage Loan (or the related Whole Loan, as applicable)
        and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local
        law relating to the origination of such GSMC Mortgage Loan; provided that such representation and warranty does not address
        or otherwise
	
         

        36
	
         

        Review the MS Servicer Notices for notation to the effect
        that the origination practices of GSMC (or the related originator if GSMC was not the originator) with respect to each GSMC Mortgage
        Loan have not been, in all material respects, legal and as of the date of its origination, such GSMC Mortgage Loan (or the related
        Whole Loan, as applicable), or the origination thereof did not comply in all material respects with, or was exempt from, all requirements
        of federal, state or local
	
         

        MS Servicer Notices; GSMC Mortgage Loan Purchase
        Agreement



 


    Exhibit PP-A-37


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	cover any matters with respect to federal, state or local law otherwise covered in Exhibit D of the GSMC Mortgage Loan Purchase Agreement.	 	law relating to the origination of such GSMC Mortgage Loan; provided that representation and warranty 36 does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in Exhibit D of the GSMC Mortgage Loan Purchase Agreement. If no such notation is found, it will be a Test pass.	 
	
         

        37. No Material Default; Payment Record. No
        GSMC Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required
        debt service payments since origination, and as of the date hereof, no GSMC Mortgage Loan is more than 30 days delinquent (beyond
        any applicable grace or cure period) in making required payments as of the Closing Date. To GSMC’s knowledge, there is (a)
        no material default, breach, violation or event of acceleration existing under any GSMC Mortgage Loan, or (b) no event (other than
        payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period,
        would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration,
        in the case of either (a) or (b), materially and adversely affects the value of any GSMC Mortgage Loan or the value, use or operation
        of the related Mortgaged Property, provided, however, that this representation and warranty does not cover any default,
        breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation
        and warranty made by GSMC in Exhibit D to the GSMC Mortgage Loan Purchase Agreement (including, but not limited to, the prior sentence).
        No person other than the holder of any GSMC Mortgage Loan may declare any event of default under the related GSMC Mortgage Loan
        or accelerate any indebtedness under such GSMC Mortgage Loan documents.
	
         

        37a
	
         

        Review the MS Servicer Notices for notation that (i)
        the GSMC Mortgage Loan has been more than 30 days delinquent, giving effect to any grace or cure period, in making required debt
        service payments as of the Closing Date, or (ii) the GSMC Mortgage Loan was delinquent beyond any applicable grace or cure periods
        as of the Cut-off Date. If no such notation is found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        37b
	
         

        Review the MS Servicer Notices for notation of GSMC’s
        knowledge of (a) a material default, breach, violation or event of acceleration existing under any GSMC Mortgage Loan, or (b) an
        event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any
        grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation
        or event of acceleration in the case of either clause (a) or clause (b), materially and adversely affects the value of any GSMC
        Mortgage Loan or the value, use or operation of the related Mortgaged Property. If no such notation is found, it will be a Test
        pass.
	
         

        MS Servicer Notices

	
         

        37c
	
         

        Review the MS Servicer Notices for notation that
        any person other than the holder of any GSMC Mortgage Loan may declare any event of default under the related GSMC Mortgage Loan
        or accelerate any indebtedness under such GSMC Mortgage Loan documents. If no such notation is found, it will be a Test pass.
	
         

        MS Servicer Notices



 


    Exhibit PP-A-38


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	
         

        38. Bankruptcy. As of the date of origination
        of the related GSMC Mortgage Loan and to GSMC’s knowledge as of the Cut-off Date, neither the Mortgaged Property (other than
        any tenants of such Mortgaged Property), nor any portion thereof, is the subject of, and no mortgagor, guarantor or tenant occupying
        a single-tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.
	
         

        38
	
         

        Review the Lexis/Nexis (or comparable search) and
        the MS Servicer Notices for an indication that neither the Mortgaged Property (other than any tenants of such Mortgaged Property),
        nor any portion thereof, is the subject of, and no mortgagor, guarantor or tenant occupying a single-tenant property was a debtor
        in, a state or federal bankruptcy, insolvency or similar proceeding. If no such indication or notation is found, it will be a Test
        pass.
	
         

        Lexis/Nexis (or comparable) search; MS Servicer
        Notices

	
         

        39. Organization of Mortgagor. With respect
        to each GSMC Mortgage Loan, in reliance on certified copies of the organizational documents of the related mortgagor delivered
        by such mortgagor in connection with the origination of such GSMC Mortgage Loan (or the related Whole Loan, as applicable), the
        mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth
        of Puerto Rico. Except with respect to any GSMC Mortgage Loan that is cross-collateralized and cross-defaulted with another GSMC
        Mortgage Loan, no GSMC Mortgage Loan has a mortgagor that is an affiliate of another mortgagor under another GSMC Mortgage Loan.
	
         

        39a
	
         

        Review the organizational documents of the mortgagor
        to determine if there are certified copies indicating that the mortgagor is an entity organized under the laws of a state of the
        United States of America, the District of Columbia or the Commonwealth of Puerto Rico. If such indication is found, it will be
        a Test pass.
	
         

        Organizational Documents of the Mortgagor

	
         

        39b
	
         

        Review the MS Servicer Notices to determine if there
        is any indication that, except with respect to any GSMC Mortgage Loan that is a cross-collateralized and cross-defaulted with
        another Mortgage Loan, no GSMC Mortgage Loan has a mortgagor that is an affiliate of another mortgagor under another GSMC Mortgage
        Loan. If such an indication is found, it will be a Test pass.
	
         

        MS Servicer Notices; Prospectus

	
         

        40. Environmental Conditions. A Phase I
        environmental site assessment (or update of a previous Phase I and or Phase II site assessment) and, with respect to certain GSMC
        Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements were conducted
        by a reputable environmental consultant in connection with such GSMC Mortgage Loan within 12 months prior to its origination date
        (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence of recognized environmental conditions
        (as such term is defined in ASTM E1527-05 or its successor, an “Environmental
	
         

        40a
	
         

        Review any ESA (as defined in representation and
        warranty 40) for indication that it met the ASTM requirements and was conducted by a reputable environmental consultant within
        12 months prior to the origination date of the GSMC Mortgage Loan (or an update of a previous ESA prepared). If such an indication
        is found, it will be a Test pass.
	
         

        ESA

	
         

        40b
	
         

        Review the ESA for an indication that it identified
        (i) the existence of a Recognized Environmental Condition at the related Mortgaged Property or (ii) the need for
	
         

        ESA



 


    Exhibit PP-A-39


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	Condition”) at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related mortgagor and is held or controlled by the related Mortgagee; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy meeting the requirements set forth below that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than “A-” (or the equivalent) by Moody’s Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.; (E) a party not related to the mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action. To GSMC’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is	 	further investigation. If no such indication is found, it will be a Test pass.	 
	
         

        40c
	
         

        Review the ESA for an indication that it identified
        (i) the existence of a recognized environmental condition at the related Mortgaged Property or (ii) the need for further investigation
        with respect to any Environmental Condition that was identified. If such an indication is found, the following test procedures
        (subparts 40c-1 through 40c-6) will be performed. If any of the subparts indications are found, it will be a Test pass.
	
         

        ESA; Escrow Statements; Mortgage Loan Documents

	 	
         

        1. Review escrow statements for an indication that
        an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any
        material noncompliance with applicable environmental laws or the environmental condition has been escrowed by the mortgagor and
        is held by the related Mortgagee.
	
         

        Escrow statements

	 	
         

        2. Review the ESA for an indication that if the
        only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air or lead based paint
        or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, and if so, a review of the
        Mortgage Loan Documents indicates that an operations or maintenance plan has been required to be instituted by the related mortgagor
        that, based on the ESA, can reasonably be expected to mitigate the identified risk.
	
         

        ESA; Mortgage Loan Documents

	 	
         

        3. Review any no further action or closure letter from
        the applicable governmental regulatory authority or a reputable environmental consultant for an indication that any Environmental
        Condition identified in the ESA was remediated or abated in all material respects prior to the Cut-off Date.
	
         

        No further action or closure letter regarding Environmental
        Condition



 


    Exhibit PP-A-40


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	
        defined in ASTM E1527-05 or its successor) at the related Mortgaged Property.
	 	
         

        4. Review the insurance coverage review documents
        for an indication that an environmental policy or a lender’s pollution legal liability insurance policy (meeting the requirements
        set forth in representation and warranty 40) that covers liability for the identified circumstance or condition was obtained from
        an insurer rated no less than “A-” (or the equivalent) by Moody’s Investors Service, Inc., S&P Global Ratings
        and/or Fitch Ratings, Inc.
	
         

        Insurance coverage review documents

	 	
         

        5. Review the Mortgage Loan Documents for an indication that
        a party not related to the mortgagor was identified as the responsible party for the Environmental Condition and such responsible
        party has financial resources considered by GSMC to be adequate to address the situation.
	
         

        Mortgage Loan Documents

	 	
         

        6. Review the Mortgage Loan Documents for an indication
        that a party related to the mortgagor having financial resources estimated by GSMC to be adequate to address the situation is required
        to take action.
	
         

        Mortgage Loan Documents

	
         

        40d
	
         

        Review the MS Servicer Notices for notation of GSMC’s
        knowledge of any environmental condition at the Mortgaged Property other than any set forth in the ESA or in the Prospectus. If
        no such notation is found, it will be a Test pass.
	
         

        MS Servicer Notices; ESA

	
         

        41. Appraisal. The Mortgage File contains
        an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the GSMC Mortgage Loan origination date,
        and within 12 months of the Closing Date. The appraisal is signed by an appraiser who is a Member of the Appraisal Institute (“MAI”)
        and, to the GSMC’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the mortgagor or in any loan
        made on the security thereof, and whose compensation is not affected by the
	
         

        41a
	
         

        Review the appraisal to determine if it was dated
        within 6 months of the GSMC Mortgage Loan origination date and within 12 months of the Closing Date. If so determined, it will
        be a Test pass.
	
         

        Appraisal

	
         

        41b
	
         

        Review the appraisal to determine if it includes
        an appraiser’s certification or supplemental letter that indicates that the appraiser had no interest, direct or indirect, in the
        mortgagor, the Mortgaged Property or
	
         

        Appraisal



 


    Exhibit PP-A-41


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	approval or disapproval of the GSMC Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation. Each appraisal contains a statement, or is accompanied by a letter from the appraiser, to the effect that the appraisal was performed in accordance with the requirements of the Financial Institutions Reform,	 	any loan made on the security of the Mortgaged Property. If so determined, it will be a Test pass.	 
	
         

        41c
	
         

        Review the appraisal to determine if it signed by
        an appraiser who is an MAI and/or has been licensed and certified to prepare appraisals in the state where the Mortgaged property
        is located, and for notation of GSMC’s knowledge of the interest of the appraiser, direct or indirect, in the Mortgaged Property
        or the mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval
        of the GSMC Mortgage Loan. If so determined, it will be a Test pass.
	
         

        Appraisal

	
         

        41d
	
         

        Review the appraisal to determine if it includes
        documentation in the appraisal or a 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. If so determined, it will be
        a Test pass.
	
         

        Appraisal

	
         

        41e
	
         

        Review the appraisal to determine if it includes
        a statement or is accompanied by a letter from the appraiser, to the effect that the appraisal was performed in accordance with
        the requirements of the Financial Institutions Reform. If so determined, it will be a Test pass.
	 
	
         

        42. Mortgage Loan Schedule. The information
        pertaining to each GSMC Mortgage Loan which is set forth on the mortgage loan schedule attached to the related MLPA is true and
        correct in all material respects as of the Cut-off Date and contains all information required by the PSA to be contained on the
        mortgage loan schedule attached to the related MLPA.
	
         

        42a
	
         

        Review the Mortgage Loan Schedule attached as an
        exhibit to the related GSMC Mortgage Loan Purchase Agreement and compare it to the corresponding information in (i) Annex F to
        the Prospectus, (ii) Mortgage Loan Documents and (iii) the PSA to determine if there are discrepancies between the documents. If
        there are no such discrepancies, it will be a Test pass.
	
         

        Mortgage Loan Schedule; Annex A to Prospectus; Mortgage
        Loan Documents; Pooling and Servicing Agreement

	
         

        42b
	
         

        Compare the information in the Mortgage Loan
	
         

        Mortgage Loan



 


    Exhibit PP-A-42


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	 	 	Schedule to the requirements of the PSA to determine if all information required in the PSA is contained therein. If so determined, it will be a Test pass.	Schedule; Pooling and Servicing Agreement
	
         

        43. Cross-Collateralization. Except with
        respect to a GSMC Mortgage Loan that is part of a Whole Loan no GSMC Mortgage Loan is cross-collateralized or cross-defaulted with
        any other mortgage loan that is outside the Mortgage Pool, except as set forth on an exhibit to the related GSMC Mortgage Loan
        Purchase Agreement.
	
         

        43
	
         

        Review the Mortgage Loan Documents to determine
        if the GSMC Mortgage Loan is cross-collateralized or cross-defaulted with any other GSMC Mortgage Loan that is outside the Trust,
        except with respect to any other mortgage loan that is outside of the Mortgage Pool, except of a Whole Loan as set forth on an
        exhibit to the related GSMC Mortgage Loan Purchase Agreement. If not so determined, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        44. Advance of Funds by Mortgage Loan Seller.
        After origination, no advance of funds has been made by GSMC to the related mortgagor other than in accordance with the related
        Mortgage Loan documents, and, to GSMC’s knowledge, no funds have been received from any person other than the related mortgagor
        or an affiliate for, or on account of, payments due on the GSMC Mortgage Loan (other than as contemplated by the related Mortgage
        Loan documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a Mortgagee-controlled lockbox if required or contemplated under the related lease or Loan Documents). Neither GSMC nor any affiliate thereof
        has any obligation to make any capital contribution to any mortgagor under a GSMC Mortgage Loan, other than contributions made
        on or prior to the date hereof.
	
         

        44a
	
         

        Review the MS Servicer Notices for a notation or
        other indication that an advancement of funds after origination had been made by GSMC to the related mortgagor other than in accordance
        with the Mortgage Loan Documents, or that funds have been received from any person other than the related mortgagor or an Affiliate
        for, or on account of, payments due on the GSMC Mortgage Loan (other than as contemplated by the Mortgage Loan Documents, such
        as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a lender controlled lockbox if
        required or contemplated under the related lease or Loan Documents). If such a notation or other indication is not found, it will
        be a Test pass.
	
         

        MS Servicer Notices

	
         

        44b
	
         

        Review the Mortgage Loan Documents to determine
        if GSMC, or an Affiliate, has an obligation to make any capital contribution to any mortgagor under a GSMC Mortgage Loan, other
        than contributions made on or prior to the Closing Date. If not so determined, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        45. Compliance with Anti-Money Laundering Laws.
        GSMC has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation
        the
	
         

        45
	
         

        Review the MS Servicer Notices
        for a notation or other indication of any claim or assertion that GSMC did not comply with its internal procedures with respect
        to all
	
         

        MS Servicer Notices



 


    Exhibit PP-A-43


     


    



 


	
         

        Representations and Warranties
	
         

Test
	
         

        Review Materials

	USA Patriot Act of 2001 with respect to the origination of the GSMC Mortgage Loans.	 	applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 in connection with the origination of any GSMC Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.	 
	 	 	 	 


 


    Exhibit PP-A-44


     


    

 


EXHIBIT
PP-B


 


CREFI
ASSET REVIEW PROCEDURES


 


Pursuant
to the terms and subject to the conditions set forth in the Pooling and Servicing Agreement (“PSA”), the Asset
Representations Reviewer (“Asset Representations Reviewer”) shall perform an Asset Review with respect to each
representation and warranty made by the related Mortgage Loan Seller only with respect to each Delinquent Loan in accordance with
the procedures set forth below (each such procedure, a “Test”); provided, however, the Asset
Representations Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials described in this
Exhibit PP-B if, and only to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard
that it is necessary to modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance
with the Asset Review Standard. Capitalized terms used herein but not defined herein have the meaning set forth in the PSA or,
solely with respect to a representation and warranty, the meaning set forth in the related mortgage loan purchase agreement where
CREFI is the Seller (the “CREFI Mortgage Loan Purchase Agreement”). For the avoidance of doubt, in connection
with the performance of the following Tests:


 


	(A)	With
                                         respect to any representation and warranty that includes a knowledge qualifier (e.g.,
                                         to the Mortgage Loan Seller’s knowledge, etc.), the Asset Representations Reviewer
                                         shall not be responsible for any investigation or review beyond that set forth in the
                                         applicable Test related to such representation and warranty;



 


	(B)	With
                                         respect to any representation and warranty that includes the examination of an insurance
                                         policy or Title Policy, the Asset Representations Reviewer will be permitted to engage
                                         a qualified consultant to perform a review of the applicable policy, and will be allowed
                                         to rely upon the conclusions of the consultant when making a determination as to whether
                                         there is a Test pass.



 


	(C)	The
                                         Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion,
                                         legal review or legal conclusion;



  


	(D)	Unless
                                         otherwise provided in the Test, the “as of” date for the testing of a representation
                                         is as of the Closing Date;



 


	(E)	Unless
                                         otherwise provided in the Test, if there is more than one version of the same document
                                         with respect to a particular Mortgage Loan or Mortgaged Property, the document that will
                                         be used by the Asset Representations Reviewer in testing is the document that is dated
                                         as of the Closing Date or, if none, the document closest prior to the Closing Date;



 


	(F)	With
                                         respect to each representation and warranty and its related Test(s), the Asset Representations
                                         Reviewer shall take into account any exceptions to such representation and warranty described
                                         in the CREFI Mortgage Loan Purchase Agreement with respect to a Mortgage Loan, and a
                                         Test pass shall be deemed to have occurred with respect to



  

    Exhibit PP-B-1


     


    

 


such
Test if the sole reason for not satisfying the applicable Test is caused by such exception(s);


 


	(G)	Evidence
                                         of a failure of a Test could result from (i) an affirmative determination by the Asset
                                         Representations Reviewer that the Test failed to achieve a Test pass, or (ii) a determination
                                         by the Asset Representations Reviewer that the documentation included in the Review Materials
                                         (after making such request for any missing documents in the manner provided for in the
                                         PSA) is not sufficient to perform the Test; and



 


	(H)	A
                                         determination by the Asset Representations Reviewer of a Test pass or a Test failure
                                         shall not constitute a determination by the Asset Representations Reviewer of (i) the
                                         existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce
                                         any rights it may have against the applicable Mortgage Loan Seller.



 


The
Asset Representations Reviewer will only be required to perform the Tests described in this Exhibit PP-B, and will not
be obligated to perform additional procedures on any Delinquent Loan. Notwithstanding the required Tests, the Asset Representations
Reviewer will not be required to review any information other than (1) Review Materials specified in the related Test and (2)
if applicable, Unsolicited Information. The Asset Representations Reviewer may, but is under no obligation to, consider Unsolicited
Information relevant to the Tests subject to the terms of the PSA. If the Asset Representations Reviewer considers Unsolicited
Information, the Asset Representations Reviewer shall take into account such Unsolicited Information, in addition to the Review
Materials referred to in the applicable Test(s) procedure when making a determination as to whether there is a Test pass.





 

    Exhibit PP-B-2


     


    


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 

        1.
        Whole Loan; Ownership of Mortgage Loans. Except with respect to a CREFI Mortgage Loan that is part of a Whole Loan,
        each CREFI Mortgage Loan is a whole loan and not a participation interest in a CREFI Mortgage Loan. Each CREFI Mortgage
        Loan that is part of a Whole Loan is a portion of a whole loan evidenced by a Mortgage Note. At the time of the sale,
        transfer and assignment to the Purchaser, no Mortgage Note or Mortgage was subject to any assignment (other than assignments
        to CREFI or, with respect to any Non-Serviced Mortgage Loan, to the related Non-Serviced Securitization issuing entity),
        participation or pledge, and CREFI had good title to, and was the sole owner of, each CREFI Mortgage Loan free and clear
        of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such
        CREFI Mortgage Loan other than any servicing rights appointment or similar agreement. CREFI has full right and authority
        to sell, assign and transfer each CREFI Mortgage Loan, and the assignment to the Purchaser constitutes a legal, valid
        and binding assignment of such CREFI Mortgage Loan free and clear of any and all liens, pledges, charges or security interests
        of any nature encumbering such CREFI Mortgage Loan.
	 

        1a
	 

        Review
        the amounts listed on the original Mortgage Note and Mortgage for an indication that they match the amounts listed on
        the Mortgage Loan Schedule. If the amounts are the same, then such CREFI Mortgage Loan would be considered a Whole Loan.
        If there is more than one property then the Mortgage for each Mortgaged Property would need to be aggregated. If identified
        as such, it will be a Test pass.
	 

        Mortgage;
        Mortgage Note; Loan agreement related to the CREFI Mortgage Loan (“Loan Agreement”); Mortgage Loan
        guaranty; Assignment of Leases, Rents and Profits; and Environmental Indemnity Agreement (collectively, the “Mortgage
        Loan Documents”); Mortgage Loan Schedule.

	 

        1b
	 

        Review
        any notice previously delivered by the master servicer or the special servicer, as applicable, of any alleged defect or
        breach with respect to any Delinquent Loan (collectively, the “MS Servicer Notices”) for notation of
        any Mortgage Note or Mortgage that was subject to any assignment (other than assignments to CREFI or, with respect to
        any Non-Serviced Mortgage Loan, to the related Non-Serviced Securitization issuing entity), participation or pledge, or
        that CREFI did not have good title to, and was the sole owner of, each CREFI Mortgage Loan free and clear of any and all
        liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such CREFI Mortgage
        Loan other than any servicing rights appointment or similar agreement. If no such notation is found, it will be a Test
        pass.
	 

        MS
        Servicer Notices




 

    Exhibit PP-B-3


     


    



	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	 

        1c
	 

        Review
        the MS Servicer Notices for notation of any claim or assertion regarding CREFI not having the full right and authority
        to sell, assign and transfer the CREFI Mortgage Loan. If such notation is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        1d
	 

        Review
        the MS Servicer Notices for notation of any claim or assertion regarding the assignment to the Purchaser not constituting
        a legal, valid and binding assignment of such CREFI Mortgage Loan free and clear of any and all liens, pledges, charges
        or security interests of any nature encumbering such CREFI Mortgage Loan. If such notation is not found, it will be a
        Test pass.
	 

        MS
        Servicer Notices

	 

        2.
        Loan Document Status. Each related Mortgage Note, Mortgage, assignment of leases, Rents and Profits (if a separate
        instrument), guaranty and other agreement executed by or on behalf of the related borrower, guarantor or other obligor
        in connection with such CREFI Mortgage Loan is the legal, valid and binding obligation of the related borrower, guarantor
        or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable
        state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with
        its terms, except (i) as such enforcement may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization,
        moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles
        of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (ii) that certain
        provisions in such Mortgage Loan documents (including, without limitation, provisions requiring the payment of default
        interest, late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or may be, further limited or
        rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (i) above)
        such limitations or unenforceability will not render such Mortgage Loan documents invalid as a whole or materially interfere
	 

        2a
	 

        Review
        the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”) for an indication that
        it contains language that the related Mortgage Note, Mortgage, assignment of leases, Rents and Profits (if a separate
        instrument), guaranty and other agreement executed by or on behalf of the related borrower, guarantor or other obligor
        in connection with such CREFI Mortgage Loan is the legal, valid and binding obligation of the related borrower, guarantor
        or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable
        state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with
        its terms, except as specified in representation and warranty 2. If such indication exists, it will be a Test pass.
	 

        Mortgagor’s
        Counsel Opinion

	 

        2b
	 

        Review
        the MS Servicer Notices for notation of any valid offset, defense, counterclaim or right of rescission available to the
        related borrower with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan Documents, including,
        without
	 

        MS
        Servicer Notices




 

    Exhibit PP-B-4


     


    


 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	with
                                         the mortgagee’s realization of the principal benefits and/or security provided
                                         thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”).

         

        Except
        as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission
        available to the related borrower with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan
        documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud
        by CREFI in connection with the origination of the CREFI Mortgage Loan, that would deny the mortgagee the principal benefits
        intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan documents.
	 	limitation,
    any such valid offset, defense, counterclaim or right based on intentional fraud by CREFI in connection with the origination
    of the CREFI Mortgage Loan, that would deny the Mortgagee (as defined in the related CREFI Mortgage Loan Purchase Agreement)
    the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan Documents. If no such
    notation is found, it will be a Test pass.	 
	 

        3.
        Mortgage Provisions. The Mortgage Loan documents for each CREFI Mortgage Loan contain provisions that render the
        rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the
        principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable,
        non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications.
	 

        3
	 

        Review
        the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan Documents contain
        provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the
        Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by
        judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications.
        If such indication exists, it will be a Test pass.
	 

        Mortgage
        Loan Documents; Mortgagor’s Counsel Opinion

	 

        4.
        Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the
        related Mortgage File or as otherwise provided in the related Mortgage Loan documents (a) the material terms of such Mortgage,
        Mortgage Note, Mortgage Loan guaranty, and related Mortgage Loan documents have not been waived, impaired, modified, altered,
        satisfied, canceled, subordinated or rescinded in any respect; (b) no related Mortgaged Property or any portion thereof
        has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended
        to be provided by such Mortgage or the use or operation of the remaining portion of such
	 

        4a
	 

        Review
        the MS Servicer Notices and Mortgage Loan Documents for an indication that the material terms of such documents have been
        waived, impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any respect since origination
        through the Closing Date, except by written instruments set forth in the related Mortgage File or as otherwise provided
        in the related Mortgage Loan Documents. If no such indication is found, it will be a Test pass.
	 

        Mortgage
        Loan Documents; MS Servicer Notices

	 

        4b
	 

        Review
        the MS Servicer Notices and Mortgage Loan Documents for an indication that a related Mortgaged
	 

        MS
        Servicer Notices; Mortgage Loan




 

    Exhibit PP-B-5


     


      


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	Mortgaged
    Property; and (c) neither the related borrower nor the related guarantor has been released from its material obligations under
    the CREFI Mortgage Loan. With respect to each CREFI Mortgage Loan, except as contained in a written document included in the
    Mortgage File, there have been no modifications, amendments or waivers, that could be reasonably expected to have a material
    adverse effect on such CREFI Mortgage Loan consented to by CREFI on or after January 29, 2019.	 	Property
    or any portion thereof has been released from the lien of the related Mortgage through the Closing Date in any manner which
    materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining
    portion of such Mortgaged Property except by written instruments set forth in the related Mortgage File or as otherwise provided
    in the related Mortgage Loan Documents. If no such indication is found, it will be a Test pass.	Documents
	 

        4c
	 

        Review
        the MS Servicer Notices and Mortgage Loan Documents for notation that neither the related borrower nor the related guarantor
        has been released from its material obligations under the CREFI Mortgage Loan prior to the Closing Date except by written
        instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents. If
        no such notation is found, it will be a Test pass.
	 

        MS
        Servicer Notices; Mortgage Loan Documents

	 

        4d
	 

        Review
        the MS Servicer Notices and Mortgage Loan Documents for notation of a modification, amendment or waiver that could be
        reasonably expected to have a material adverse effect on such Mortgage Loan that was consented to by CREFI on or after
        January 29, 2019. If no such notation is found, it will be a Test pass.
	 

        MS
        Servicer Notices; Mortgage Loan Documents

	 

        5.
        Hospitality Provisions. The Mortgage Loan documents for each CREFI Mortgage Loan that is secured by a hospitality
        property operated pursuant to a franchise or license agreement includes an executed comfort letter or similar agreement
        signed by the related borrower and franchisor or licensor of such property that, subject to the applicable terms of such
        franchise or license agreement and comfort letter or similar agreement, is enforceable by the issuing entity against such
        franchisor or licensor either (A) directly or as an assignee of the originator, or (B) upon CREFI’s or its designee’s
        providing notice of the transfer of the CREFI Mortgage Loan to the issuing entity in accordance with the terms of such
        executed comfort letter or similar agreement, which CREFI or its designee
	 

        5a
	 

        Review
        the appraisals to determine if any of the properties are specifically identified as hospitality properties. If so, review
        the Mortgage File to determine if there exists a franchise or license agreement and executed comfort letter or other similar
        agreement signed by the related borrower and franchisor or licensor that, subject to the applicable terms of such franchise
        or license agreement and comfort letter or similar agreement, is enforceable by the issuing entity against such franchisor
        or licensor, either (A) directly or as an assignee of the originator, or (B) upon CREFI’s or its designee’s
        providing notice of the transfer of the CREFI
	 

        Appraisal;
        mortgage file; franchise agreement; Comfort letter or similar agreement signed by or from such franchisor




 

    Exhibit PP-B-6


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	shall
    provide, or if neither (A) nor (B) is applicable, CREFI or its designee shall apply for, on the issuing entity’s behalf,
    a new comfort letter or similar agreement as of the Closing Date. The Mortgage or related security agreement for each CREFI
    Mortgage Loan secured by a hospitality property creates a security interest in the revenues of such property for which a UCC
    financing statement has been filed in the appropriate filing office. For the avoidance of doubt, no representation is made
    as to the perfection of any security interest in revenues to the extent that possession or control of such items or actions
    other than the filing of UCC financing statements is required to effect such perfection.	 	Mortgage
    Loan to the issuing entity in accordance with the terms of such executed comfort letter or similar agreement, which CREFI
    or its designee shall provide. If so determined with respect to each part of this Test, it will be a Test pass.	 
	 

        5b
	 

        If
        the appraisals specifically identify any Mortgaged Properties as hospitality properties, review the security agreement
        for each Mortgaged Property to determine if there are provisions related to creating a security interest in the revenues
        of such property. Also, review the Mortgage File to determine if there exist filed copies (bearing evidence of filing)
        or evidence of filing of any related UCC financing statements, related amendments and continuation statements. If so determined
        with respect to each part of this Test, it will be a Test pass.
	 

        UCC
        filings; Appraisal; Mortgage File

	 

        6.
        Lien; Valid Assignment. Subject to the Standard Qualifications, each assignment of Mortgage and assignment of Assignment
        of Leases, Rents and Profits to the issuing entity (or, with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced
        Trustee) constitutes a legal, valid and binding assignment to the issuing entity (or, with respect to a Non-Serviced Mortgage
        Loan, to the related Non-Serviced Trustee). Each related Mortgage and Assignment of Leases, Rents and Profits is freely
        assignable without the consent of the related borrower. Each related Mortgage is a legal, valid and enforceable first
        lien on the related borrower’s fee or leasehold interest in the related Mortgaged Property in the principal amount
        of such CREFI Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the
        exceptions to representation and warranty 7 set forth in Exhibit C of the related CREFI Mortgage Loan Purchase Agreement
        (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the
        Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions)
        as of origination was, and as of the Cut-off Date, to CREFI’s knowledge, is free and
	 

        6a
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion regarding any assignment of Mortgage
        or Assignment of Leases, Rents and Profits to the issuing entity (or, with respect to a Non-Serviced Mortgage Loan, the
        related Non-Serviced Trustee) not constituting a legal, valid and binding assignment to the issuing entity (or, with respect
        to a Non-Serviced Mortgage Loan, the related Non-Serviced Trustee), subject to the Standard Qualifications. If such a
        notation or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        6b
	 

        Review
        the related Mortgage and the Assignment of Leases, Rents and Profits for each property for provisions to the effect that
        the related Mortgage and Assignment of Leases, Rents and Profits is not freely assignable without the consent of the related
        borrower. If no such provision is found, it will be a Test pass.
	 

        Mortgage;
        Assignment of Leases, Rents and Profits

	 

        6c
	 

        Review
        the Title Policy (as defined in representation and warranty 7) to determine if the related Mortgage is a
	 

        Title
        Policy; Mortgage; Mortgage Loan




 

    Exhibit PP-B-7


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	clear
    of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances which are prior
    to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a CREFI Mortgage
    Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by a lender’s
    title insurance policy (as described below), and, to CREFI’s knowledge and subject to the rights of tenants (as tenants
    only)(subject to and excepting Permitted Encumbrances and the Title Exceptions), no rights exist which under law could give
    rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which
    are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Notwithstanding
    anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other
    personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial
    Code (“UCC”) financing statements is required in order to effect such perfection.	 	first
    lien on the related borrower’s fee or leasehold) interest in the Mortgaged Property. Compare the amount of the Title
    Policy to the principal amount of the CREFI Mortgage Loan or allocated loan amount to determine whether they are equivalent.
    If each such determination is made, it will be a Test pass.	Schedule
	 

        6d
	 

        Review
        the Title Policy to determine if the Mortgaged Property was free and clear of any recorded mechanics liens, recorded materialmen’s
        liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage (which lien secures
        the related Whole Loan, in the case of a CREFI Mortgage Loan that is part of a Whole Loan) (other than Permitted Encumbrances,
        Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable Title Policy). If
        so determined, it will be a Test pass.
	 

        Title
        Policy

	 

        6e
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion that, as of the Cut-off Date, CREFI
        had knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’ liens, recorded materialmen’s
        liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien
        secures the related Whole Loan, in the case of a CREFI Mortgage Loan that is part of a Whole Loan) (other than Permitted
        Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable Title
        Policy). If such a notation or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        6f
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion that, subject to the rights of tenants,
        there are rights existing which under law could give rise to any such lien or encumbrance that would be prior to or equal
        with the lien of the related
	 

        MS
        Servicer Notices




 

    Exhibit PP-B-8


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	 	Mortgage
    (which lien secures the related Whole Loan, in the case of a CREFI Mortgage Loan that is part of a Whole Loan), except for
    Permitted Encumbrances and those which are bonded over, escrowed for or insured against by the a lender’s title insurance
    policy. If such a notation or other indication is not found, it will be a Test pass.	 
	 

        6g
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion that CREFI did not have legal, valid
        and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold),
        interest in the Mortgaged Property or good and marketable title free and clear of any pledge, lien, encumbrance or security
        interest. If such a notation or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        7.
        Permitted Liens; Title Insurance. Each Mortgaged Property securing a CREFI Mortgage Loan is covered by an American
        Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use
        in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy
        with escrow instructions or a “marked up” commitment, in each case binding on the title insurer) (the “Title
        Policy”) in the original principal amount of such CREFI Mortgage Loan (or with respect to a CREFI Mortgage Loan
        secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy
        for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures
        for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage (which
        lien secures the related Whole Loan, in the case of a CREFI Mortgage Loan that is part of a Whole Loan), which lien is
        subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and
        payable; (b) covenants, conditions and restrictions, rights of way, easements
	 

        7a
	 

        Review
        the Title Policy to determine if it is an American Land Title Association loan title insurance policy or another comparable
        form of loan title insurance policy approved for use in the applicable jurisdiction. Review the Mortgage Loan Documents
        to determine if the amount of the policy covers the amount of the CREFI Mortgage Loan, or for multiple properties, an
        amount equal to the allocated loan amount after all advances of principal. If so determined with respect to each part
        of this Test, it will be a Test pass.
	 

        Title
        Policy; Mortgage Loan Documents

	 

        7b
	 

        Review
        the Title Policy to determine if the first-priority lien of the Mortgage (which lien secures the related Whole Loan, in
        the case of a CREFI Mortgage Loan that is part of a Whole Loan) is subject only to Permitted Encumbrances, as defined
        in representation and warranty 7. If so determined, it will be a Test pass.
	 

        Title
        Policy

	 

        7c
	 

        Review
        the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or
	 

        Title
        Policy




 

    Exhibit PP-B-9


     


      


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	and
    other matters of public record; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d)
    other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including
    subleases) pertaining to the related Mortgaged Property and condominium declarations; and (f) if the related CREFI Mortgage
    Loan is cross-collateralized and cross-defaulted with another CREFI Mortgage Loan or a Whole Loan or is part of a Whole Loan
    that is cross-collateralized and cross-defaulted with another Whole Loan (each a “Crossed Mortgage Loan”),
    the lien of the Mortgage for such other CREFI Mortgage Loan that is cross-collateralized and cross-defaulted with such Crossed
    Mortgage Loan or with the Whole Loan of which such Crossed Mortgage Loan is a part, provided that none of which items
    (a) through (f), individually or in the aggregate, materially and adversely interferes with the value or current use of the
    Mortgaged Property or the security intended to be provided by such Mortgage or the borrower’s ability to pay its obligations
    when they become due (collectively, the “Permitted Encumbrances”). Except as contemplated by clause
    (f) of the preceding sentence, none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate
    and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be
    provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by CREFI thereunder
    and no claims have been paid thereunder. Neither CREFI, nor to CREFI’s knowledge, any other holder of the CREFI Mortgage
    Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy.	 	coordinate
    and co-equal to the lien of the related Mortgage, other than as contemplated by item (f) in the definition of Permitted Encumbrances.
    If not so determined, it will be a Test pass.	 
	 

        7d
	 

        Review
        the Title Policy and MS Servicer Notices for a notation or other indication that the coverage is not in full force and
        effect as of the Cut-off Date, that all premiums thereon have not been paid or that claims have been made by CREFI. If
        no such notation or other indication is found, it will be a Test pass.
	 

        Title
        Policy; MS Servicer Notices

	 

        7e
	 

        Review
        the MS Servicer Notices for a notation or other indication that CREFI, or any other holder of the CREFI Mortgage Loan,
        has done, by act or omission, anything that would materially impair the coverage under such policy. If such a notation
        or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        8.
        Junior Liens. It being understood that B notes secured by the same Mortgage as a CREFI Mortgage Loan are not subordinate
        mortgages or junior liens, except for any Crossed Mortgage Loan, there are, as of origination, and to CREFI’s knowledge,
        as of the Cut-off Date, no subordinate mortgages or junior liens securing the payment of money encumbering the related
        Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes
	 

        8a
	 

        Review
        the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the related Mortgaged Property
        as of the origination date, except for any Crossed Mortgage Loans. If not so determined, it will be a Test pass.
	 

        Title
        Policy

	 

        8b
	 

        Review
        the Title Policy to determine if, as of origination and the Cut-off Date, there are no subordinate mortgages
	 

        Title
        Policy




 

    Exhibit PP-B-10


     


      


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	and
    assessments, mechanics and materialmen’s liens (which are the subject of the representation in representation and warranty
    6 above), and equipment and other personal property financing). Except as set forth in Schedule B-1 to Exhibit B to the MLPA,
    CREFI has no knowledge of any mezzanine debt secured directly by interests in the related borrower.	 	or
    junior mortgage liens securing the payment of money encumbering the related Mortgaged Property other than Permitted Encumbrances
    and the Title Exceptions, taxes and assessments, mechanics’ and materialmen’s liens and equipment and other personal
    property financing. If so determined, it will be a Test pass.	 
	 

        8c
	 

        Review
        the MS Servicer Notices for a notation or other indication that, except as set forth in Schedule B-1 to Exhibit B to the
        related CREFI Mortgage Loan Purchase Agreement, CREFI had knowledge of any mezzanine debt secured directly by interests
        in the related borrower or (2) any subordinate mortgages or junior liens securing the payment of money encumbering the
        related Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics’
        and materialmen’s liens If such a notation or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices; CREFI Mortgage Loan Purchase Agreement

	 

        9.
        Assignment of Leases, Rents and Profits. There exists as part of the related Mortgage File an Assignment of Leases,
        Rents and Profits (either as a separate instrument or incorporated into the related Mortgage). Subject to the Permitted
        Encumbrances and the Title Exceptions (and, in the case of a CREFI Mortgage Loan that is part of a Whole Loan, subject
        to the related Assignment of Leases, Rents and Profits constituting security for the entire Whole Loan), each related
        Assignment of Leases, Rents and Profits creates a valid first-priority collateral assignment of, or a valid first-priority
        lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted
        to the related borrower to exercise certain rights and to perform certain obligations of the lessor under such lease or
        leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by
        the Standard Qualifications. The related Mortgage or related Assignment of Leases, Rents and Profits, subject to applicable
        law, provides that, upon an event of default under the
	 

        9a
	 

        Review
        the Mortgage File to determine if an Assignment of Leases, Rents and Profits (either as a separate instrument or incorporated
        into the related Mortgage) is in the Mortgage File. If so determined, it will be a Test pass.
	 

        Mortgage
        File; Assignment of Leases, Rents and Profits

	 

        9b
	 

        Review
        the Title Policy to determine if the Mortgage, or any related Assignment of Leases, Rents and Profits, has been recorded,
        and creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents
        and certain rights under the related lease or leases, subject only to a license granted to the related borrower to exercise
        certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate
        the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications and subject
        to the Permitted Encumbrances and the Title Exceptions
	 

        Title
        Policy; Mortgage; Assignment of Leases, Rents and Profits




 

    Exhibit PP-B-11


     


      


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	related
    CREFI Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related mortgagee to enter
    into possession to collect the rents or for rents to be paid directly to the mortgagee.	 	(and,
    in the case of a CREFI Mortgage Loan that is part of a Whole Loan, subject to the related Assignment of Lease, Rents and Profits
    constituting security for the entire Whole Loan). If so determined with respect to each part of this Test, it will be a Test
    pass.	 
	 

        9c
	 

        Review
        the Assignment of Leases, Rents and Profits (either as a separate instrument or incorporated into the related Mortgage)
        to determine if the related Mortgage, or related Assignment of Leases, subject to applicable law, provides that upon an
        event of default under the CREFI Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or
        for the related Mortgagee to enter into possession to collect the rents or for rents or for the related Mortgagee to enter
        into possession to collect the rents or for rents to be paid directly to the Mortgagee. If so determined, it will be a
        Test pass.
	 

        Assignment
        of Leases, Rents and Profits; Mortgage

	 

        10.
        UCC Filings. If the related Mortgaged Property is operated as a hospitality property, CREFI has filed and/or recorded
        or caused to be filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper form for filing
        and/or recording), UCC financing statements in the appropriate public filing and/or recording offices necessary at the
        time of the origination of the related CREFI Mortgage Loan to perfect a valid security interest in all items of physical
        personal property reasonably necessary to operate such Mortgaged Property owned by such borrower and located on the related
        Mortgaged Property (other than any non-material personal property, any personal property subject to a purchase money
        security interest, a sale and leaseback financing arrangement as permitted under the terms of the related Mortgage Loan
        documents or any other personal property leases applicable to such personal property), to the extent perfection may be
        effected pursuant to applicable law by recording or filing, as the case may be. Subject to the Standard Qualifications,
        each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items
        of personalty described above. No
	 

        10
	 

        If
        the related Mortgaged Property is operated as a hospitality property, review the MS Servicer Notices for a notation or
        other indication of inappropriately filed or nonexistent UCC-1 financing statements. If such a notation or other indication
        is not found, it will be a Test pass.
	 

        MS
        Servicer Notices




 

    Exhibit PP-B-12


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	representation
    is made as to the perfection of any security interest in rents or other personal property to the extent that possession or
    control of such items or actions other than the filing of UCC financing statements are required in order to effect such perfection.	 	 	 
	 

        11.
        Condition of Property. CREFI or the originator of the CREFI Mortgage Loan inspected or caused to be inspected each
        related Mortgaged Property within six months of origination of the CREFI Mortgage Loan and within twelve months of the
        Cut-off Date.

         

        An
        engineering report or property condition assessment was prepared in connection with the origination of each CREFI Mortgage
        Loan no more than twelve months prior to the Cut-off Date. To CREFI’s knowledge, based solely upon due diligence
        customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related
        Mortgaged Property was free and clear of any material damage (other than (i) any damage or deficiency that is estimated
        to cost less than $50,000 to repair, (ii) any deferred maintenance for which escrows were established at origination and
        (iii) any damage fully covered by insurance) that would affect materially and adversely the use or value of such Mortgaged
        Property as security for the CREFI Mortgage Loan.
	 

        11a
	 

        Review
        the engineering report or property condition assessment in the Mortgage File to determine if the related Mortgage Property
        was inspected within six months of the origination date and within twelve months of the Cut-off Date. If so determined,
        it will be a Test pass.
	 

        Engineering
        report; Property condition assessment

	 

        11b
	 

        Review
        the engineering report or property condition assessment in the Mortgage File to determine if it was dated no more than
        twelve months prior to the Cut-off Date. Review the engineering report or property condition assessment to confirm that
        each related Mortgaged Property is free of material damage. If so determined with respect to each part of the Test, it
        will be a Test pass.
	 

        Engineering
        report; Property condition assessment

	 

        11c
	 

        Review
        the MS Servicer Notices for a notation or other indication that CREFI had knowledge of issues with the physical condition
        of the Mortgaged Property that CREFI believed would have a material adverse effect on the value or use of the Mortgaged
        Property other than those disclosed in the most recently dated engineering report or Servicing File and those addressed
        in sub-clauses (i), (ii) and (iii) of this representation and warranty 11. If such a notation or other indication is
        not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        12.
        Taxes and Assessments. All taxes, governmental assessments and other outstanding governmental charges (including,
        without limitation, water and sewage charges), or installments thereof, that could be a lien on the related Mortgaged
        Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have
        become delinquent in respect of each
	 

        12
	 

        Review
        the MS Servicer Notices for a notation or other indication that all taxes, governmental assessments and other outstanding
        governmental charges (including, without limitation, water and sewage charges), or installments thereof, which could be
        a lien on the related Mortgage Property that would be of equal or superior
	 

        MS
        Servicer Notices




 

    Exhibit PP-B-13


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	related
    Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient to cover such payments
    and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, real estate
    taxes and governmental assessments and other outstanding governmental charges and installments thereof will not be considered
    delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the
    date on which enforcement action is entitled to be taken by the related taxing authority.	 	priority
    to the lien of the Mortgage and that prior to the Cut-off Date have come delinquent in respect of the Mortgaged Property (per
    the terms within representation and warranty 12) have not been paid, or an escrow of funds has been established in an amount
    sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon. If such a notation or
    other indication is not found, it will be a Test pass.	 
	 

        13.
        Condemnation. As of the date of origination and to CREFI’s knowledge as of the Cut-off Date, there is no
        proceeding pending, and, to CREFI’s knowledge as of the date of origination and as of the Cut-off Date, there is
        no proceeding threatened, for the total or partial condemnation of such Mortgaged Property that would have a material
        adverse effect on the value, use or operation of the Mortgaged Property.
	 

        13
	 

        Review
        the MS Servicer Notices for a notation or other indication of any proceeding pending or threatened for the total or partial
        condemnation of such Mortgaged Property as of the Cut-off Date and as of the origination date, or for a notation or other
        indication that CREFI had knowledge as of the Cut-off Date and as of the origination date of any such proceeding that
        would have a material adverse effect on the value, use or operation of the Mortgaged Property. If such a notation or other
        indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        14.
        Actions Concerning Mortgage Loan. As of the date of origination and to CREFI’s knowledge as of the Cut-off
        Date, there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any
        borrower, guarantor, or borrower’s interest in the Mortgaged Property, an adverse outcome of which would reasonably
        be expected to materially and adversely affect (a) such borrower’s title to the Mortgaged Property, (b) the validity
        or enforceability of the Mortgage, (c) such borrower’s ability to perform under the related CREFI Mortgage Loan,
        (d) such guarantor’s ability to perform under the related guaranty, (e) the principal benefit of the security intended
        to be provided by the Mortgage Loan documents or (f) the current principal use of the Mortgaged Property.
	 

        14a
	 

        Review
        the Mortgage Loan Documents, the Mortgagor’s Counsel Opinion and the MS Servicer Notices for an indication of pending
        or filed action, suit or proceeding, arbitration or governmental investigation involving any borrower, guarantor, or borrower’s
        interest in the Mortgaged Property that existed on the origination date (and with respect to CREFI’s knowledge,
        as of the Cut-off Date) . If such an indication is not found, it will be a Test pass.
	 

        Mortgage
        Loan Documents; Mortgagor’s Counsel Opinion; MS Servicer Notices

	 

        14b
	 

        Review
        the MS Servicer Notices to determine if an adverse outcome of any such pending, filed or threatened action, suit or proceeding,
        arbitration or governmental investigation involving any borrower, guarantor, or Mortgaged Property would reasonably be
        expected to adversely affect the matters set forth in
	 

        MS
        Servicer Notices




 

    Exhibit PP-B-14


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	 	clauses
    (a)-(f) of representation and warranty 14. If any such adverse outcome would not reasonably be expected to adversely affect
    the matters set forth in clauses (a)-(f) of representation and warranty 14, it will be a Test pass.	 
	15.
    Escrow Deposits. All escrow deposits and payments required to be escrowed with the lender pursuant to each CREFI Mortgage
    Loan are in the possession, or under the control, of CREFI or its servicer, and there are no deficiencies (subject to any
    applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are
    required to be escrowed with lender under the related Mortgage Loan documents are being conveyed by CREFI to the Purchaser
    or its servicer (or, with respect to any Non-Serviced Mortgage Loan, to the depositor or servicer for the related Non-Serviced
    Securitization issuing entity).	 

        15a
	 

        Review
        the MS Servicer Notices for a notation or other indication of any escrow deposits and payments required to be escrowed
        with the lender pursuant to each CREFI Mortgage Loan not in the servicer’s possession or control. If such a notation
        or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        15b
	 

        Review
        the MS Servicer Notices to determine if all escrows and deposits required pursuant to the CREFI Mortgage Loan have been
        conveyed by CREFI to the Purchaser or its servicer (or, with respect to any Non-Serviced Mortgage Loan, to the depositor
        or service for the Non-Serviced Securitization issuing entity). If so determined, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        16.
        No Holdbacks. The Stated Principal Balance as of the Cut-off Date of the CREFI Mortgage Loan set forth on the mortgage
        loan schedule attached to the related MLPA has been fully disbursed as of the Closing Date and there is no requirement
        for future advances thereunder (except in those cases where the full amount of the CREFI Mortgage Loan has been disbursed
        but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating
        to leasing, repairs or other matters with respect to the related Mortgaged Property, the borrower or other considerations
        determined by CREFI to merit such holdback).
	 

        16a
	 

        Review
        the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal
        amount of the CREFI Mortgage Loan was fully disbursed as of the Closing Date. If so determined, it will be a Test pass.
	 

        Mortgage
        Loan Schedule; Loan Agreement; Mortgage Note; Origination settlement statement

	 

        16b
	 

        Review
        the Mortgage Loan Documents to determine if there is no requirement for future advances by the Mortgagee (except in those
        cases where the full amount of the CREFI Mortgage Loan has been disbursed but a portion thereof is being held in escrow
        or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs, or other matters with
        respect to the related Mortgaged Property, the borrower or other considerations determined by CREFI to merit such holdback).
        If so determined, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        17.
        Insurance. Each related Mortgaged Property is, and is required
	 

        17a
	 

        Review
        the Insurance Summary Report (or solely with
	 

        Insurance
        Summary




 

    Exhibit PP-B-15


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	pursuant
                                         to the related Mortgage to be, insured by a property insurance policy providing coverage
                                         for loss in accordance with coverage found under a “special cause of loss form”
                                         or “all risk form” that includes replacement cost valuation issued by an
                                         insurer meeting the requirements of the related Mortgage Loan documents and having a
                                         claims-paying or financial strength rating meeting the Insurance Ratings Requirements
                                         (as defined below) in an amount (subject to a customary deductible) not less than the
                                         lesser of (1) the original principal balance of the related CREFI Mortgage Loan and (2)
                                         the full insurable value on a replacement cost basis of the improvements, furniture,
                                         furnishings, fixtures and equipment owned by the borrower and included in the related
                                         Mortgaged Property (with no deduction for physical depreciation), but, in any event,
                                         not less than the amount necessary or containing such endorsements as are necessary to
                                         avoid the operation of any coinsurance provisions with respect to the related Mortgaged
                                         Property.

         

        “Insurance
        Ratings Requirements” means either (i) a claims paying or financial strength rating of any of the following; (a)
        at least “A- :VIII” from A.M. Best Company, (b) at least “A3” (or the equivalent) from Moody’s
        Investors Service, Inc. or (c) at least “A- ” from S&P Global Ratings or (ii) the Syndicate Insurance
        Ratings Requirements. “Syndicate Insurance Ratings Requirements” means insurance provided by a syndicate of
        insurers, as to which (i) if such syndicate consists of 5 or more members, at least 60% of the coverage is provided by
        insurers that meet the Insurance Ratings Requirements (under clause (1) of the definition of such term) and up to 40%
        of the coverage is provided by insurers that have a claims paying or financial strength rating of at least “BBB-”
        by S&P Global Ratings or at least “Baa3” by Moody’s Investors Service, Inc., and (ii) if such syndicate
        consists of 4 or fewer members, at least 75% of the coverage is provided by insurers that meet the Insurance Ratings Requirements
        (under clause (1) of the definition of such term) and up to 25% of the coverage is provided by insurers that have a claims
        paying or financial strength rating of at least “BBB-” by S&P Global Ratings or at least “Baa3”
        by Moody’s Investors Service, Inc.
	 	respect
    to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if it
    shows that the related Mortgaged Property is insured by a property insurance policy providing coverage for loss in accordance
    with coverage found under a “special cause of loss form” or “all-risk form” that includes replacement
    cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan Documents and the Insurance Rating
    Requirements (as defined in representation and warranty 17), in an amount (subject to customary deductibles) not less than
    the lesser of (1) the original principal balance of the CREFI Mortgage Loan and (2) the full insurable value on a replacement
    cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the borrower and included in the Mortgaged
    Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing
    such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the Mortgaged Property.
    If so determined, it will be a Test pass.	Report
    (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	 

        17b
	 

        Review
        the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 17a above. If such provisions
        are found, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        17c
	 

        Review
        the Insurance Summary Report (or, solely with respect to residential cooperative properties, review the insurance policies
        and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured for business
        interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months
        (or with respect to a CREFI Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months).
        If such provisions are found, it will be a Test
	 

        Insurance
        Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates
        of insurance)




 

    Exhibit PP-B-16


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 

        Each
        related Mortgaged Property is also covered, and required to be covered pursuant to the related Mortgage Loan documents,
        by business interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less
        than 12 months (or with respect to each CREFI Mortgage Loan on a single asset with a principal balance of $50 million
        or more, 18 months).

         

        If
        any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified
        in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related borrower
        is required to maintain insurance in the maximum amount available under the National Flood Insurance Program, plus such
        additional excess flood coverage in an amount as is generally required by CREFI originating mortgage loans for securitization.

         

        If
        a Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia,
        South Carolina or North Carolina, the related borrower is required to maintain coverage for windstorm and/or windstorm
        related perils and/or “named storms” issued by an insurer meeting the Insurance Rating Requirements or endorsement
        covering damage from windstorm and/or windstorm related perils and/or named storms, in an amount not less than the lesser
        of (1) the original principal balance of the related Mortgage Loan and (2) 100% of the full insurable value on a replacement
        cost basis of the improvements and personalty and fixtures owned by the borrower and included in the related Mortgaged
        Property by an insurer meeting the Insurance Rating Requirements.

         

        Each
        Mortgaged Property is covered, and required to be covered pursuant to the related Mortgage Loan documents, by a commercial
        general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for
        property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally
        required by CREFI for
	 	pass.	 
	 

        17d
	 

        Review
        the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 17c above. If such provisions
        are found, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        17e
	 

        Review
        the Mortgage Loan Documents and/or the survey to determine if any material part of the improvements, exclusive of a parking
        lot, located on the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management
        Agency as having “special flood hazards.” If so determined, review the Insurance Summary to determine whether
        the Mortgagor maintains insurance in the maximum amount available under the National Flood Insurance Program plus such
        additional excess flood coverage in an amount as is generally required by CREFI originating mortgage loans for securitization.
        If so determined, it will be a Test pass.
	 

        Mortgage
        Loan Documents; Survey; Insurance Summary Report

	 

        17f
	 

        If
        the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida,
        Georgia, South Carolina or North Carolina, review the Insurance Summary Report to determine if the property is covered
        for windstorm and/or windstorm related perils and/or “named storms” or endorsement covering damage from windstorm
        and/or windstorm related perils and/or named storms in an amount not less than the lesser of (1) the original principal
        balance of the Mortgage Loan and (2) 100% of the full insurable value on a replacement cost basis of the improvements,
        and personalty and fixtures owned by the Mortgagor and included in the related Mortgaged Property by an insurer meeting
        the Insurance Rating Requirements. If so determined with respect to each part of this Test, it will be a Test pass.
	 

        Insurance
        Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates
        of insurance)




 

    Exhibit PP-B-17


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	loans
                                         originated for securitization, and in any event not less than $1 million per occurrence
                                         and $2 million in the aggregate.

         

        An
        architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic
        zones 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing
        either the scenario expected limit (“SEL”) or the probable maximum loss (“PML”)
        for the Mortgaged Property in the event of an earthquake. In such instance, the SEL or PML, as applicable, was based on
        a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If the resulting report
        concluded that the SEL or PML, as applicable, would exceed 20% of the amount of the replacement costs of the improvements,
        earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least “A:VIII” by A.M.
        Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by
        S&P Global Ratings in an amount not less than 100% of the SEL or PML, as applicable.

         

        The
        Mortgage Loan documents require insurance proceeds in respect of a property loss to be applied either (a) to the repair
        or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of
        the then outstanding principal amount of the related CREFI Mortgage Loan (or Whole Loan, if applicable), the lender (or
        a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses,
        or (b) to the payment of the outstanding principal balance of such CREFI Mortgage Loan (or Whole Loan, if applicable)
        together with any accrued interest thereon.

         

        All
        premiums on all insurance policies referred to in this section required to be paid as of the Cut-off Date have been paid,
        and such insurance policies name the lender under each CREFI Mortgage Loan and its successors and assigns as a loss payee
        under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional
        insured. Such insurance policies will inure to the benefit of the Trustee (or, in the case of a CREFI Mortgage Loan that
        is a Non-Serviced Mortgage Loan, the
	 

        17g
	 

        Review
        the Insurance Summary Report dated before the Cut-off Date (or solely with respect to residential cooperative properties,
        review the insurance policies and/or certificates of insurance) and Mortgage Loan Documents to determine if the Mortgage
        Property is covered, and required to be covered pursuant to the related Mortgage Loan Documents, by a commercial general
        liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property
        damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required
        by CREFI for loans originated for securitization, and in any event not less than $1 million per occurrence and $2 million
        in the aggregate. If so determined, it will be a Test pass.
	 

        Insurance
        Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates
        of insurance); Mortgage Loan Documents

	 

        17h
	 

        Review
        the property condition assessment to determine if the properties are located in a seismic zone 3 or 4. If so determined,
        review the seismic engineering study to determine if it has been performed by an architectural or engineering consultant
        for the sole purpose of assessing either the scenario expected limit (“SEL”) or the probable maximum
        loss (“PML”) for the Mortgaged Property in the event of an earthquake and based on a 475-year return
        period, an exposure period of 50 years and a 10% probability of exceedance. If so determined, it will be a Test pass.
	 

        Property
        condition assessment; Seismic engineering study

	 

        17i
	 

        Review
        the most recent seismic engineering study or Insurance Summary Report (or solely with respect to residential cooperative
        properties, review the insurance policies and/or certificates of insurance) to determine if the PML would exceed 20% of
        the amount of the replacement costs of the improvements, and if so, review to determine if earthquake insurance on such
        Mortgaged Property was obtained. If so determined, determine if the insurer is rated at least “A:VIII” by
	 

        Seismic
        engineering study; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance
        policies and/or certificates of insurance)




 

    Exhibit PP-B-18


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	applicable
    Trustee under the related Non-Serviced PSA). Each related CREFI Mortgage Loan obligates the related borrower to maintain all
    such insurance and, at such borrower’s failure to do so, authorizes the lender to maintain such insurance at the borrower’s
    cost and expense and to charge such borrower for related premiums. All such insurance policies (other than commercial liability
    policies) require at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment
    of a premium and at least 30 days’ prior notice to the lender of termination or cancellation (or such lesser period,
    not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium and
    no such notice has been received by CREFI.	 	A.M.
    Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by S&P
    Global Ratings. The insurance amount should be not less than 100% of the SEL or the PML, as applicable. If so determined with
    respect to each part of the Test, it will be a Test pass.	 
	 

        17j
	 

        Review
        the Mortgage Loan Documents for provisions requiring that insurance proceeds in respect of a property loss be applied
        either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property
        losses in excess of 5% of the then-outstanding principal amount of the CREFI Mortgage Loan, the lender (or a trustee appointed
        by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment
        of the outstanding principal balance of such CREFI Mortgage Loan or Whole Loan, as applicable, together with any accrued
        interest thereon. If such provisions are found, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        17k
	 

        Review
        the MS Servicer Notices for a notation or other indication that insurance premiums are current as of the Cut-off Date.
        If such a notation or other indication is found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        17l
	 

        Review
        the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
        and/or certificates of insurance) to determine if the insurance policies name the lender under any CREFI Mortgage Loan
        and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability
        insurance policy, as named or additional insured. If so determined, it will be a Test pass.
	 

        Insurance
        Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates
        of insurance)

	 

        17m
	 

        Review
        the Insurance Summary Report (or solely with respect to residential cooperative properties, review the
	 

        Insurance
        Summary Report (solely with




 

    Exhibit PP-B-19


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	 	insurance
    policies and/or certificates of insurance) to determine if the insurance will inure to the benefit of the Trustee (or, in
    the case of a CREFI Mortgage Loan that is a Non-Serviced Mortgage Loan, the applicable Trustee under the related Non-Serviced
    PSA). If so determined, it will be a Test pass.	respect
    to residential cooperative properties, the insurance policies and/or certificates of insurance)
	 

        17n
	 

        Review
        the Mortgage Loan Documents to determine if any CREFI Mortgage Loan obligates the Mortgagor to maintain all such insurance
        and, at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s
        cost and expense and to charge such Mortgagor for related premiums. If so determined, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        17o
	 

        Review
        the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
        and/or certificates of insurance) to determine if the insurance policies (other than commercial liability policies) require
        at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium
        and at least 30 days’ prior notice to the lender of termination or cancellation (or such lesser period, not less
        than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium. If so
        determined, it will be a Test pass.
	 

        Insurance
        Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates
        of insurance)

	 

        17p
	 

        Review
        the MS Servicer Notices for a notation or other indication that any notice described in Test 178 may have been received
        by CREFI. If such a notation or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        18.
        Access; Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent to a public road and
        has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting
        ingress and egress to/from a public road, (b) is served by or has uninhibited access rights to
	 

        18a
	 

        Review
        the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence
        and the ESA to determine if each Mortgaged Property is located on or adjacent to a public road and has direct legal access
        to such road, or has
	 

        Zoning
        report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor




 

    Exhibit PP-B-20


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	public
    or private water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use
    of the related Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property
    which is not part of such Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged
    Property, or in certain cases, an application has been, or will be, made to the applicable governing authority for creation
    of separate tax lots, in which case the related CREFI Mortgage Loan requires the  related borrower to escrow an amount
    sufficient to pay taxes for the existing tax parcel of which such Mortgaged Property is a part until the separate tax lots
    are created.	 	access
    via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road. If so determined,
    it will be a Test pass.	Diligence;
    ESA
	 

        18b
	 

        Review
        the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence
        and the ESA to determine if each Mortgaged Property is served by or has uninhibited access rights to public or private
        water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the
        Mortgaged Property. If so determined, it will be a Test pass.
	 

        Zoning
        report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor Diligence; ESA

	 

        18c
	 

        Review
        the Title Policy and survey to determine if each Mortgaged Property constitutes one or more separate tax parcels and do
        not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently
        dated Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to
        the applicable governing authority for creation of separate tax lots, in which case any CREFI Mortgage Loan requires the
        Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a
        part until the separate tax lots are created. If so determined, it will be a Test pass.
	 

        Title
        Policy; Survey; Mortgage Loan Documents

	 

        19.
        No Encroachments. To CREFI’s knowledge based solely on surveys obtained in connection with origination and
        the lender’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy
        with escrow instructions or a “marked up” commitment) obtained in connection with the origination of each
        CREFI Mortgage Loan, all material improvements that were included for the purpose of determining the appraised value of
        the related Mortgaged Property at the time of the origination of such CREFI Mortgage Loan are within the boundaries of
        the related Mortgaged Property, except encroachments that do not materially and adversely affect the value
	 

        19a
	 

        Review
        the survey, Title Policy and Appraisal to determine if all material improvements that were included for the purpose of
        determining the appraised value of the Mortgaged Property at the time of the origination of such CREFI Mortgage Loan are
        within the boundaries of the related Mortgaged Property, except for encroachments that do not materially and adversely
        affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under
        the Title Policy. If so determined, it will be a Test pass.
	 

        Survey;
        Title Policy; Appraisal




 

    Exhibit PP-B-21


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	or
    current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. No improvements
    on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that do not materially and adversely
    affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the
    Title Policy. No improvements encroach upon any easements except for encroachments the removal of which would not materially
    and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements obtained with
    respect to the Title Policy.	 

        19b
	 

        Review
        the survey, and Title Policy and Appraisal to determine if there exist improvements on adjoining parcels that encroach
        onto the Mortgaged Property that materially and adversely affect the value and current use of such Mortgage Property and
        for which insurance or endorsements were obtained under the Title Policy. If not so determined, it will be a Test pass.
	 

        Survey;
        Title Policy; Appraisal

	 

        19c
	 

        Review
        the survey, Title Policy and Appraisal to determine if there exist material improvements that encroach upon any easements
        except for encroachments the removal of which would not materially and adversely affect the value or current use of such
        Mortgaged Property or for which insurance or endorsements obtained with respect to the Title Policy. If not so determined,
        it will be a Test pass.
	 

        Survey;
        Title Policy; Appraisal

	 

        20.
        No Contingent Interest or Equity Participation. No CREFI Mortgage Loan has a shared appreciation feature, any other
        contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of
        the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation
        by CREFI.
	 

        20
	 

        Review
        the Mortgage Loan Documents for any shared appreciation feature or any other contingent interest feature, any negative
        amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the
        rate in effect prior to the Anticipated Repayment Date) or an equity participation by CREFI. If no such feature is found
        with respect to each part of this Test, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        21.
        REMIC. Each CREFI Mortgage Loan is a “qualified mortgage” within the meaning of Code Section 860G(a)(3)(but
        determined without regard to the rule in the U.S. Department of Treasury Regulations (the “Treasury Regulations”)
        Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the
        issue price of the CREFI Mortgage Loan to the related borrower at origination did not exceed the non-contingent principal
        amount of the CREFI Mortgage Loan and (B) either: (a) such CREFI Mortgage Loan is secured by an interest in real property
        (including buildings and structural components
	 

        21a
	 

        Review
        the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the Mortgagee did not
        exceed the non-contingent principal amount of the CREFI Mortgage Loan. If so determined, it will be a Test pass.
	 

        Origination
        settlement statement; CREFI Mortgage Loan

	 

        21b
	 

        Review
        the most recent appraisal and Mortgage Loan Documents to determine if (a) the CREFI Mortgage Loan is secured by an interest
        in real property (including buildings and structural components thereof, but excluding personal property) having a fair
        market value
	 

        Appraisal;
        Mortgage Loan Documents




 

    Exhibit PP-B-22


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	thereof,
    but excluding personal property) having a fair market value (i) at the date the CREFI Mortgage Loan (or related Whole Loan)
    was originated at least equal to 80% of the adjusted issue price of the CREFI Mortgage Loan (or related Whole Loan, if applicable)
    on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the CREFI Mortgage Loan (or
    related Whole Loan, if applicable) on such date, provided that for purposes hereof, the fair market value of the real
    property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to the
    CREFI Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the CREFI Mortgage Loan; or (b) substantially
    all of the proceeds of such CREFI Mortgage Loan were used to acquire, improve or protect the real property which served as
    the only security for such CREFI Mortgage Loan (other than a recourse feature or other third-party credit enhancement within
    the meaning of Section 1.860G-2(a)(1)(ii) of the Treasury Regulations). If the CREFI Mortgage Loan was “significantly
    modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either
    (x) was modified as a result of the default or reasonably foreseeable default of such CREFI Mortgage Loan or (y) satisfies
    the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date
    the CREFI Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto. Any prepayment premium
    and yield maintenance charges applicable to the CREFI Mortgage Loan constitute “customary prepayment penalties”
    within the meaning of Section 1.860G-1(b)(2) of the Treasury Regulations. All terms used in this paragraph shall have the
    same meanings as set forth in the related Treasury Regulations.	 	(i)
    at the date the CREFI Mortgage Loan was originated at least equal to 80% of the adjusted issue price of the CREFI Mortgage
    Loan (or related Whole Loan) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of
    the CREFI Mortgage Loan (or related Whole Loan) on such date, provided that for purposes of clauses (i) and (ii) above, the
    fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest
    that is senior to the CREFI Mortgage Loan and (B) a proportionate amount of any lien that is in parity with such CREFI Mortgage
    Loan or (b) substantially all of the proceeds of such CREFI Mortgage Loan were used to acquire, improve or protect the real
    property which served as the only security for such CREFI Mortgage Loan (other than a recourse feature or other third-party
    credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If so determined, it will be a
    Test pass.	 
	 

        21c
	 

        Review
        the MS Servicer Notices for an indication or other notation that the CREFI Mortgage Loan was modified prior to the Closing
        Date, and if so, if the modification was made as to result in a taxable exchange under Section 1001 of the Code, it either
        (x) was modified as a result of the default or reasonably foreseeable default of such CREFI Mortgage Loan or (y) satisfies
        the provisions of either sub-clause (B)(i) in the first sentence of representation and warranty 21 (substituting the date
        of the last such modification for the date any CREFI Mortgage Loan was originated) or sub-clause (B)(ii) in the first
        sentence of representation and warranty 21, including the proviso thereto. If there were any such modifications, and such
        a notation or other indication is found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        21d
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the
	 

        MS
        Servicer Notices




 

    Exhibit PP-B-23


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	 	Prepayment
    Premiums and Yield Maintenance Charges applicable to any CREFI Mortgage Loan do not constitute “customary prepayment
    penalties”. If such a notation or other indication is not found, it will be a Test pass.	 
	 

        22.
        Compliance with Usury Laws. The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance
        charge, or prepayment premiums) of such CREFI Mortgage Loan complied as of the date of origination with, or was exempt
        from, applicable state or federal laws, regulations and other requirements pertaining to usury.
	 

        22a
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the terms of the
        CREFI Mortgage Loan do not comply with applicable local, state, and federal laws in any material respect. If such a notation
        or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        22b
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that any material requirements
        pertaining to the origination of such CREFI Mortgage Loan, including but not limited to, usury and any and all other material
        requirements of any federal, state or local law have not been complied with. If such a notation or other indication is
        not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        22c
	 

        Review
        the Mortgage Loan Documents to determine if they provide that the CREFI Mortgage Loan complied with usury laws. If so
        determined, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        23.
        Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as of the date
        that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in
        the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially
        and adversely affect the enforceability of such CREFI Mortgage Loan by the issuing entity.
	 

        23
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion that as of the Cut-off Date or as
        of the date that CREFI or such other entity held the Mortgage note, each such holder of the Mortgage Note was not authorized
        to transact or do business in the jurisdiction in which each related Mortgaged Property is located. If such a notation
        or other indication is found, determine whether the failure to be so authorized could not materially and adversely affect
        the enforceability of such CREFI Mortgage Loan by the issuing entity. If so determined, it will be a Test pass.
	 

        MS
        Servicer Notices




 

    Exhibit PP-B-24


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 

        24.
        Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination
        and, to CREFI’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such,
        currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable
        law or may be substituted in accordance with the Mortgage and applicable law by the related mortgagee.
	 

        24a
	 

        Review
        the Mortgage Loan Documents to determine if a trustee is named in the deed of trust or has been substituted in accordance
        with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law or may be
        substituted in accordance with the Mortgage and applicable law by the related mortgagee. If so determined, it will be
        a Test pass.
	 

        Mortgage
        Loan Documents

	 	 

        24b
	 

        Review
        the MS Servicer Notices for any indication that CREFI as of the Closing Date had knowledge that the appointed Trustee
        was not qualified under applicable law to serve as such,
	 
	 

        25.
        Local Law Compliance. To CREFI’s knowledge, based upon any of a letter from any governmental authorities,
        a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title
        Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by CREFI
        for similar commercial, multifamily or, if applicable, manufactured housing community mortgage loans intended for securitization,
        with respect to the improvements located on or forming part of each Mortgaged Property securing a CREFI Mortgage Loan
        as of the date of origination of such CREFI Mortgage Loan and as of the Cut-off Date, there are no material violations
        of applicable zoning ordinances, building codes and land laws (collectively “Zoning Regulations”) other
        than those which (i) constitute a legal non-conforming use or structure, as to which as the Mortgaged Property may be
        restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to a casualty
        or the inability to restore or repair to the full extent necessary to maintain the use or structure immediately prior
        to the casualty would not materially and adversely affect the use or operation of the Mortgaged Property, (ii) are insured
        by the Title Policy or other insurance policy, (iii) are insured by law and
	 

        25a
	 

        Review
        the zoning report and title policy for an indication that there are no material violations of applicable zoning ordinances,
        building codes and land laws (collectively “Zoning Regulations”) with respect to the improvements located
        on or forming part of each Mortgaged Property securing a CREFI Mortgage Loan as of the date of origination of such CREFI
        Mortgage Loan (or related Whole Loan, as applicable) or as of the Cut-off Date, other than those which (i) constitute
        a legal non-conforming use or structure, as to which as the Mortgaged Property may be restored or repaired to the full
        extent necessary to maintain the use of the structure immediately prior to a casualty or the inability to restore or repair
        to the full extent necessary to maintain the use or structure immediately prior to the casualty would not materially and
        adversely affect the use or operation of the Mortgaged Property, (ii) are insured by the Title Policy or other insurance
        policy, (iii) are insured by law and ordinance insurance coverage in amounts customarily required by CREFI for loans originated
        for securitization that provides coverage for additional costs
	 

        Zoning
        Report; Title Policy




 

    Exhibit PP-B-25


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	ordinance
    insurance coverage in amounts customarily required by CREFI for loans originated for securitization that provides coverage
    for additional costs to rebuild and/or repair the property to current Zoning Regulations or (iv) would not have a material
    adverse effect on the related CREFI Mortgage Loan. The terms of Mortgage Loan documents require the borrower to comply in
    all material respects with all applicable governmental regulations, zoning and building laws.	 	to
    rebuild and/or repair the property to current Zoning Regulations or (iv) would not have a material adverse effect on the related
    CREFI Mortgage Loan. If such indication is found, it will be a Test pass.	 
	 

        25b
	 

        Review
        the Mortgage Loan Documents for provisions that require the borrower to comply in all material respects with all applicable
        governmental regulations, zoning and building laws. If such provisions are found, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 	 

        25c
	 

        Review
        the MS Servicer Notices to determine if CREFI had knowledge of a material violation of Zoning Regulations as outlined
        in test 25a above. If no indication is found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        26.
        Licenses and Permits. Each borrower covenants in the related Mortgage Loan documents that it will keep all material
        licenses, permits and applicable governmental authorizations necessary for its operation of the related Mortgaged Property
        in full force and effect, and to CREFI’s knowledge based upon a letter from any government authorities, zoning consultant’s
        report or other affirmative investigation of local law compliance consistent with the investigation conducted by CREFI
        for similar commercial, multifamily or, if applicable, manufactured housing community mortgage loans intended for securitization,
        all such material licenses, permits and applicable governmental authorizations are in effect. Each CREFI Mortgage Loan
        requires the related borrower to be qualified to do business in the jurisdiction in which the related Mortgaged Property
        is located.
	 

        26a
	 

        Review
        the Mortgage Loan Documents to determine if the borrower has covenanted to keep all material licenses, permits and applicable
        governmental authorizations necessary for its operation of the related Mortgaged Property in full force and effect. If
        so determined, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        26b
	 

        Review
        the Mortgage Loan Documents and the MS Servicer Notices for a notation or other indication that CREFI had knowledge that
        any licenses, permits, franchises, certificates of occupancy and applicable governmental authorizations necessary for
        the operation of the Mortgaged Property are not in effect. If such a notation or other indication is not found, it will
        be a Test pass.
	 

        Mortgage
        Loan Documents; MS Servicer Notices

	 

        26c
	 

        Review
        the Mortgage Loan Documents for provisions requiring the related Mortgagor to be qualified to do business in the jurisdiction
        in which the Mortgaged Property is located. If such provisions are found, it will be a Test pass.
	 

        Mortgage
        Loan Documents




 

    Exhibit PP-B-26


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 

        27.
        Recourse Obligations. The Mortgage Loan documents for each CREFI Mortgage Loan provide that (a) the related borrower
        and at least one individual or entity shall be fully liable for actual losses, liabilities, costs and damages arising
        from certain acts of the related borrower and/or its principals specified in the related Mortgage Loan documents, which
        acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misapplication
        or misappropriation of rents (if after an event of default under the related CREFI Mortgage Loan), insurance proceeds
        or condemnation awards, (iii) intentional material physical waste of the related Mortgaged Property (but, in some cases,
        only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste), and
        (iv) any breach of the environmental covenants contained in the related Mortgage Loan documents, and (b) the related CREFI
        Mortgage Loan will become full recourse to the related borrower and at least one individual or entity, if the related
        borrower files a voluntary petition under federal or state bankruptcy or insolvency law.
	 

        27a
	 

        Review
        the Mortgage Loan Documents for each CREFI Mortgage Loan for provisions outlined in clauses (a) (i) through (v) and (b)
        of the representation and warranty 27. If such provisions are found, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        28.
        Mortgage Releases. The terms of the related Mortgage or related Mortgage Loan documents do not provide for release
        of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied
        by principal repayment, or partial Defeasance (as defined in representation and warranty 33), of not less than a specified
        percentage at least equal to the lesser of (i) 110% of the related allocated loan amount of such portion of the Mortgaged
        Property and (ii) the outstanding principal balance of the CREFI Mortgage Loan, (b) upon payment in full of such CREFI
        Mortgage Loan, (c) upon a Defeasance (as defined in representation and warranty 33), (d) releases of out-parcels that
        are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten
        value of the Mortgaged Property and which were not afforded any material value in the appraisal obtained at the origination
        of the CREFI Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning
        requirements, or
	 

        28a
	 

        Review
        the Mortgage Loan Documents for provisions stating that, if the related Mortgage Loan Documents permit a property release,
        the only conditions under which a property may be released during the life of the CREFI Mortgage Loan are as set forth
        in clauses (a) through (e) of the first sentence of representation and warranty 28. If such provisions are found, it will
        be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        28b
	 

        Review
        the Mortgage Loan Documents for provisions stating that with respect to any partial release described in clauses (a) or
        (d) of the first sentence of representation and warranty 28 either: (x) such release of collateral (i) would not constitute
        a “significant modification” of the subject CREFI Mortgage Loan within the meaning of Section 1.860G-2(b)(2)
        of the Treasury Regulations and (ii) would not cause the subject CREFI Mortgage Loan to fail to be a “qualified
	 

        Mortgage
        Loan Documents




 

    Exhibit PP-B-27


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	(e)
                                         as required pursuant to an order of condemnation or taking by a State or any political
                                         subdivision or authority thereof. With respect to any partial release under the preceding
                                         clauses (a) or (d), either: (x) such release of collateral (i) would not
                                         constitute a “significant modification” of the subject CREFI Mortgage Loan
                                         within the meaning of Section 1.860G-2(b)(2) of the Treasury Regulations and (ii) would
                                         not cause the subject CREFI Mortgage Loan to fail to be a “qualified mortgage”
                                         within the meaning of Code Section 860G(a)(3)(A); or (y) the mortgagee or servicer can,
                                         in accordance with the related Mortgage Loan documents, condition such release of collateral
                                         on the related borrower’s delivery of an opinion of tax counsel to the effect specified
                                         in the immediately preceding clause (x). For purposes of the preceding clause
                                         (x), if the fair market value of the real property constituting such Mortgaged Property
                                         (reduced by (1) the amount of any lien on the real property that is senior to the CREFI
                                         Mortgage Loan and (2) a proportionate amount of any lien on the real property that is
                                         in parity with the related CREFI Mortgage Loan) after the release is not equal to at
                                         least 80% of the principal balance of the related CREFI Mortgage Loan (or Whole Loan,
                                         as applicable) outstanding after the release, the borrower is required to make a payment
                                         of principal in an amount not less than the amount required by the REMIC Provisions.

         

        In
        the case of any CREFI Mortgage Loan, in the event of a condemnation or taking of any portion of a Mortgaged Property by
        a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the related borrower
        can be required to pay down the principal balance of the related CREFI Mortgage Loan in an amount not less than the amount
        required by the REMIC Provisions and, to such extent, condemnation proceeds may not be required to be applied to the restoration
        of the related Mortgaged Property or released to the related borrower, if, immediately after the release of such portion
        of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market
        value of the real property constituting the remaining Mortgaged Property (reduced by (1) the
	 	mortgage”
    within the meaning of Section 860G(a)(3)(A); or (y) the Mortgagee or servicer can, in accordance with the related Mortgage
    Loan Documents, condition such release of collateral on the related borrower’s delivery of an opinion of tax counsel
    to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market
    value of the real property constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property
    that is senior to the CREFI Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity
    with the CREFI Mortgage Loan) after the release is not equal to at least 80% of the principal balance of the CREFI Mortgage
    Loan or Whole Loan, as applicable, outstanding after the release, the borrower is required to make a payment of principal
    in an amount not less than the amount required by the REMIC Provisions. If such provisions are found, it will be a Test pass.	 
	 

        28c
	 

        Review
        the Mortgage Loan Documents for provisions stating that in the case of any CREFI Mortgage Loan, in the event of a taking
        of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal
        proceeding or by agreement, the borrower can be required to pay down the principal balance of the CREFI Mortgage Loan
        or Whole Loans, as applicable, in an amount not less than the amount required by the REMIC Provisions and, to such extent,
        condemnation proceeds may not be required to be applied to the restoration of the Mortgaged Property or released to the
        borrower, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but
        taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged
        Property (reduced by (1) the amount of any lien on the
	 

        Mortgage
        Loan Documents




 

    Exhibit PP-B-28


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	amount
                                         of any lien on the real property that is senior to the related CREFI Mortgage Loan and
                                         (2) a proportionate amount of any lien on the real property that is in parity with the
                                         related CREFI Mortgage Loan) is not equal to at least 80% of the remaining principal
                                         balance of the CREFI Mortgage Loan (or Whole Loan, as applicable).

         

        No
        CREFI Mortgage Loan that is secured by more than one Mortgaged Property or that is a Crossed Mortgage Loan permits the
        release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial
        condemnation, other than in compliance with the loan-to-value ratio and other requirements of the REMIC Provisions.
	 	real
    property that is senior to the CREFI Mortgage Loan and (2) a proportionate amount of any lien on the real property that is
    in parity with the CREFI Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the CREFI Mortgage
    Loan or Whole Loan, as applicable. If such provisions are found, it will be a Test pass.	 
	 

        28d
	 

        Review
        the Mortgage Loan Documents for provisions stating that no CREFI Mortgage Loan that is secured by more than one Mortgaged
        Property or that is a Crossed Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties
        or a portion thereof, including due to a partial condemnation, other than in compliance with the loan-to-value ratio and
        other requirements of the REMIC Provisions. If such provisions are found, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        29.
        Financial Reporting and Rent Rolls. Each CREFI Mortgage Loan requires the related borrower to provide the owner
        or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements, and
        quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than
        5% of the in-place base rent and annual financial statements.
	 

        29a
	 

        Review
        the Mortgage Loan Documents for provisions that require the borrower to provide the owner or holder of the Mortgage with
        quarterly (other than for single-tenant properties) and annual operating statements. If such provisions are found, it
        will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        29b
	 

        Review
        the Mortgage Loan Documents for provisions that require the borrower to provide the owner or holder of the CREFI Mortgage
        Loan with quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing
        more than 5% of the in-place base rent and annual financial statements. If such provisions are found, it will be a Test
        pass.
	 

        Mortgage
        Loan Documents

	 

        30.
        Acts of Terrorism Exclusion. With respect to each CREFI Mortgage Loan over $20 million, the related special-form
        all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements)
        do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the
        Terrorism Risk
	 

        30a
	 

        Review
        the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million. If so, review
        the insurance coverage review document for an indication that the special-form all-risk insurance policy and business
        interruption policy (issued by an insurer meeting the Insurance Rating
	 

        Mortgage
        Loan Documents; Insurance coverage review document




 

    Exhibit PP-B-29


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	Insurance
    Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred
    to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance
    policy. With respect to each other CREFI Mortgage Loan, the related special-form all-risk insurance policy and business interruption
    policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination of the related
    CREFI Mortgage Loan, and, to CREFI’s knowledge, do not, as of the Cut-off Date, specifically exclude Acts of Terrorism,
    as defined in TRIA, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy.
    With respect to each CREFI Mortgage Loan, the related Mortgage Loan documents do not expressly waive or prohibit the mortgagee
    from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto except to the extent that any
    right to require such coverage may be limited by commercial availability on commercially reasonable terms, or as otherwise
    indicated on Exhibit C to the related CREFI Mortgage Loan Purchase Agreement; provided, however, that if TRIA
    or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available,
    the borrower under each CREFI Mortgage Loan is required to carry terrorism insurance, but in such event such borrower will
    not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable
    in respect of the property and business interruption/rental loss insurance required under the related Mortgage Loan documents
    (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental
    loss insurance) at such time, and if the cost of terrorism insurance exceeds such amount, the related borrower is required
    to purchase the maximum amount of terrorism insurance available with funds equal to such amount.	 	Requirements)
    do not specifically exclude acts of terrorism, from coverage, or if they do, there exists a separate terrorism insurance policy
    related to the Mortgaged Property. If such an indication is found, it will be a Test pass.	 
	 

        30b
	 

        Review
        the insurance policy to determine if, as of the Cut-off Date, the related special all-risk insurance policy and business
        interruption policy specifically excluded acts of terrorism from coverage, and if such coverage is excluded, the related
        Mortgaged Property was not covered by a separate terrorism insurance policy. If not so determined, it will be a Test pass.
	 

        Mortgage
        Loan Documents; Insurance Policy

	 

        30c
	 

        Review
        the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the Mortgagee from requiring coverage
        for Acts of Terrorism, as defined in TRIA (as defined in representation and warranty 30), or damages related thereto,
        except to the extent that any right to require such coverage may be limited by commercial availability on commercially
        reasonable terms, or as otherwise indicated on Exhibit C to the applicable CREFI Mortgage Loan Purchase Agreement, provided,
        that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially
        available, the borrower under each CREFI Mortgage Loan is required to carry terrorism insurance, but in such event the
        borrower shall not be required to spend on terrorism insurance coverage more than two times the amount of the insurance
        premium that is payable in respect of the property and business interruption/rental loss insurance required under the
        related Mortgage Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty
        and business interruption/rental loss insurance) at such time, and if the cost of terrorism insurance exceeds such amount,
        the Mortgagor is required to purchase the maximum amount
	 

        Mortgage
        Loan Documents




 

    Exhibit PP-B-30


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	 	of
    terrorism insurance available with funds equal to such amount. If such provisions are not found, it will be a Test pass.	 
	 

        31.
        Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each CREFI Mortgage Loan contains a
        “due on sale” or other such provision for the acceleration of the payment of the unpaid principal balance
        of such CREFI Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not
        be unreasonably withheld) and/or complying with the requirements of the related Mortgage Loan documents (which provide
        for transfers without the consent of the lender which are customarily acceptable to CREFI lending on the security of property
        comparable to the related Mortgaged Property, including, without limitation, transfers of worn-out or obsolete furnishings,
        fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered
        into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property, or any equity interest of greater
        than 50% in the related borrower, is directly or indirectly pledged, transferred or sold, other than as related to (i)
        family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates
        as defined in the related Mortgage Loan documents, (iii) transfers of less than, or other than, a controlling interest
        in the related borrower, (iv) transfers to another holder of direct or indirect equity in the borrower, a specific Person
        designated in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage
        Loan documents, such as a qualified equityholder, (v) transfers of stock or similar equity units in publicly traded companies,
        (vi) a substitution or release of collateral within the parameters of representation and warranty 28 and 33 or the exceptions
        thereto set forth in Exhibit C of the related CREFI Mortgage Loan Purchase Agreement, or (vii) by reason of any mezzanine
        debt that existed at the origination of the related Mortgage Loan as set forth on Schedule B-2 to Exhibit B of the related
        CREFI Mortgage Loan Purchase Agreement, or future permitted mezzanine debt in each
	 

        31a
	 

        Review
        the Mortgage Loan Documents for “due on sale” or other such provisions for the acceleration of the payment
        of the unpaid principal balance of such CREFI Mortgage Loan in the circumstances described in the first sentence of representation
        and warranty 31. If such provisions are found, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        31b
	 

        Review
        the Mortgage Loan Documents for provisions that require that if Rating Agency fees are incurred in connection with the
        review of and consent to any transfer or encumbrance, the borrower is responsible for such payment along with all other
        reasonable fees and expenses incurred by the lender relative to such transfer or encumbrance. If such provisions are found,
        it will be a Test pass.
	 

        Mortgage
        Loan Documents




 

    Exhibit PP-B-31


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	case
    as set forth on Schedule B-2 to Exhibit B of the related CREFI Mortgage Loan Purchase Agreement or (b) the related Mortgaged
    Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i)
    any Companion Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents,
    (ii) purchase money security interests, (iii) any Crossed Mortgage Loan as set forth on Schedule B-3 to Exhibit B of the related
    CREFI Mortgage Loan Purchase Agreement or (iv) Permitted Encumbrances. The Mortgage or other Mortgage Loan documents provide
    that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance,
    the related borrower is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee
    relative to such transfer or encumbrance.	 	 	 
	 

        32.
        Single-Purpose Entity. Each CREFI Mortgage Loan requires the related borrower to be a Single-Purpose Entity for
        at least as long as the related CREFI Mortgage Loan is outstanding. Both the Mortgage Loan documents and the organizational
        documents of the related borrower with respect to each CREFI Mortgage Loan with a Cut-off Date Stated Principal Balance
        in excess of $5 million provide that the borrower is a Single-Purpose Entity, and each CREFI Mortgage Loan with a Cut-off
        Date Stated Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the
        borrower. For this purpose, a “Single-Purpose Entity” means an entity, other than an individual, whose
        organizational documents (or if the CREFI Mortgage Loan has a Cut-off Date Stated Principal Balance equal to $5 million
        or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that
        it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing
        the CREFI Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties,
        and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents,
        substantially to the effect that it
	 

        32a
	 

        Review
        the Mortgage Loan Documents for provisions that require that the related borrower be a Single-Purpose Entity (as defined
        in representation and warranty 32) for at least as long as any CREFI Mortgage Loan is outstanding. If such provisions
        are found, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        32b
	 

        Review
        the Mortgage Loan Schedule for the Cut-off Date Balance of the CREFI Mortgage Loan. If the CREFI Mortgage Loan had a Cut-off
        Stated Principal Date Balance in excess of $5 million, review the related Mortgage Loan Documents and the borrower’s
        organizational documents for provisions that require the borrower to be a Single-Purpose Entity and that the borrower’s
        organizational documents are consistent with the requirement. If so determined, it will be a Test pass.
	 

        Mortgage
        Loan Schedule; Mortgage Loan Documents; Mortgagor’s organizational documents

	 

        32c
	 

        Review
        the Mortgage Loan Schedule for the Cut-off Date Balance of the CREFI Mortgage Loan. If the CREFI Mortgage Loan had a Cut-off
        Stated Principal Date Balance in excess of $20 million, review the Mortgagor’s Counsel Opinion regarding non-
	 

        Mortgage
        Loan Schedule; Mortgagor’s Counsel Opinion




 

    Exhibit PP-B-32


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	does
    not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or
    any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it
    has its own books and records and accounts separate and apart from those of any other person (other than a borrower for a
    Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.	 	consolidation
    of the Mortgagor. If such an opinion is found, it will be a Test pass.	 
	 

        33.
        Defeasance. With respect to any CREFI Mortgage Loan that, pursuant to the related Mortgage Loan documents, can
        be defeased (a “Defeasance”), (i) such Mortgage Loan documents provide for Defeasance as a unilateral
        right of the related borrower, subject to satisfaction of conditions specified in the Mortgage Loan documents; (ii) the
        CREFI Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the borrower is permitted to pledge
        only United States “government securities” within the meaning of Section 1.860G-2(a)(8)(ii) of the Treasury
        Regulations, the revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled payments
        under the related CREFI Mortgage Loan when due, including the entire remaining principal balance on the maturity date
        (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment
        premium) or, if the related CREFI Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the Anticipated
        Repayment Date (or on or after the first date on which payment may be made without payment of a yield maintenance charge
        or prepayment premium), and if the related CREFI Mortgage Loan permits partial releases of real property in connection
        with partial Defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated
        on a principal amount equal to a specified percentage at least equal to the lesser of (a) 110% of the allocated loan amount
        for the real property to be released and (b) the outstanding principal balance of such CREFI Mortgage Loan; (iv) the related
        borrower is required to provide a certification from an independent certified public accountant that the collateral is
        sufficient to make all
	 

        33
	 

        Review
        the Mortgage Loan Documents for provisions allowing the CREFI Mortgage Loan to be defeased, and if so, whether such Mortgage
        Loan Documents contain the provisions described in clauses (i) through (vii) of representation and warranty 33. If such
        provisions are found, it will be a Test pass.
	 

        Mortgage
        Loan Documents




 

    Exhibit PP-B-33


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	scheduled
    payments under the Mortgage Note as set forth in clause (iii)  above; (v) if the related borrower would continue
    to own assets in addition to the Defeasance collateral, the portion of the CREFI Mortgage Loan secured by defeasance collateral
    is required to be assumed (or the mortgagee may require such assumption) by a Single-Purpose Entity; (vi) the related borrower
    is required to provide an opinion of counsel that the mortgagee has a perfected security interest in such collateral prior
    to any other claim or interest; and (vii) the related borrower is required to pay all rating agency fees associated with Defeasance
    (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with Defeasance,
    including, but not limited to, accountant’s fees and opinions of counsel.	 	 	 
	 

        34.
        Fixed Interest Rates. Each CREFI Mortgage Loan bears interest at a rate that remains fixed throughout the remaining
        term of such CREFI Mortgage Loan, except in the case of any ARD Loan and situations where default interest is imposed.
	 

        34
	 

        Review
        the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the
        term of such CREFI Mortgage Loan, except in the case of any ARD Loans and situations where default interest is imposed.
        If such an indication is found, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        35.
        Ground Leases. For purposes of the MLPA, a “Ground Lease” shall mean a lease creating a leasehold
        estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest
        in the land, or with respect to air rights leases, the air, and buildings and other improvements, if any, comprising the
        premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements
        on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development
        agency (IDA) or similar leases for purposes of conferring a tax abatement or other benefit.

         

        With
        respect to any CREFI Mortgage Loan where the CREFI Mortgage Loan is secured by a leasehold estate under a Ground Lease
        in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged
	 

        35a
	 

        Review
        the appraisal to determine if the CREFI Mortgage Loan is secured by a Ground Lease (as defined in representation and warranty
        35), in whole or in part. If so, review the Title Policy and Mortgage Loan Documents for an indication that the related
        Mortgage does not also encumber the lessor’s fee interest in the Mortgaged Property. If such an indication exists,
        proceed to Tests 35b through 35q.
	 

        Appraisal;
        Title Policy; Mortgage Loan Documents

	 

        35b
	 

        Review
        the Title Policy and Mortgage Loan Documents for an indication that the Ground Lease or memorandum has been recorded or
        submitted for recordation. If such indication is found, it will be a Test pass.
	 

        Title
        Policy; Mortgage Loan Documents

	 

        35c
	 

        Review
        the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that the interest
        of the lessee is permitted to
	 

        Ground
        Lease; estoppel or other agreement received




 

    Exhibit PP-B-34


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	Property,
                                         based upon the terms of the Ground Lease and any estoppel or other agreement received
                                         from the ground lessor in favor of CREFI, its successors and assigns, CREFI represents
                                         and warrants that:

         

        (a)
          The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a
        form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement
        received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not
        restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially
        adversely affect the security provided by the related Mortgage;

         

        (b)
          The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease)
        that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without
        the prior written consent of the lender, and no such consent has been granted by CREFI since the origination of the CREFI
        Mortgage Loan except as reflected in any written instruments which are included in the related Mortgage File;

         

        (c)  The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances,
        may be exercised, and will be enforceable, by either the borrower or the mortgagee) that extends not less than 20 years
        beyond the stated maturity of the related CREFI Mortgage Loan, or 10 years past the stated maturity if such CREFI Mortgage
        Loan fully amortizes by the stated maturity (or with respect to a CREFI Mortgage Loan that accrues on an actual 360 basis,
        substantially amortizes);

         

        (d)  
        The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage,
        except for the related fee interest of the ground
	 	be
    encumbered by the Mortgage and does not restrict the use of the Mortgaged Property by such lessee, its successors or assigns
    in a manner that would adversely affect the security provided by the Mortgage. If such indication is found, it will be a Test
    pass.	from
    ground lessor
	 

        35d
	 

        Review
        the Ground Lease received from the ground lessor for a provision that the Ground Lease may not be amended or modified
        or canceled or terminated without the prior written consent of the lender, and no such consent has been granted by CREFI
        since the origination of the CREFI Mortgage Loan except as reflected in any written instruments which are included in
        the related Mortgage File. Review the MS Servicer Notices for an indication of such consent granted by CREFI since the
        origination of the CREFI Mortgage Loan except as reflected in any instruments including in the related Mortgage File.
        If such a provision is found and no indication is found, it will be a Test pass.
	 

        Ground
        Lease; MS Servicer Notices; estoppel or other agreement received from ground lessor

	 

        35e
	 

        Review
        the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that it has an
        original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised,
        and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity
        of the related CREFI Mortgage Loan, or ten years past the stated maturity if such CREFI Mortgage Loan fully amortizes
        by the stated maturity (or with respect to a CREFI Mortgage Loan that accrues on an actual 360 basis, substantially amortizes).
        If such an indication is found, it will be a Test pass.
	 

        Ground
        Lease; estoppel or other agreement received from ground lessor

	 

        35f
	 

        Review
        the Title Policy for an indication that the Ground Lease is either (i) is not subject to any liens or encumbrances superior
        to, or of equal priority with, the Mortgage, except for the related fee interest of the
	 

        Title
        Policy; SNDA




 

    Exhibit PP-B-35


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	lessor
                                         and the Permitted Encumbrances, or (ii) is subject to a subordination, non-disturbance
                                         and attornment agreement to which the mortgagee on the lessor’s fee interest in
                                         the Mortgaged Property is subject;

         

        (e)
          The Ground Lease does not place commercially unreasonable restrictions on the identity of the mortgagee and the Ground
        Lease is assignable to the holder of the related CREFI Mortgage Loan and its successors and assigns without the consent
        of the lessor thereunder, and in the event it is so assigned, it is further assignable by the holder of the related CREFI
        Mortgage Loan and its successors and assigns without the consent of the lessor;

         

        (f)
          CREFI has not received any written notice of material default under or notice of termination of such Ground Lease. To
        CREFI’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage
        of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the CREFI’s
        knowledge, such Ground Lease is in full force and effect as of the Closing Date;

         

        (g)  
        The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written
        notice of any default, and provides that no notice of default or termination is effective against the lender unless such
        notice is given to the lender;

         

        (h)  
        A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the
        interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which
        is curable after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease;

         

        (i)
          The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable
	 	ground
    lessor and the Permitted Encumbrances, or (ii) is subject to a subordination, non-disturbance and attornment agreement to
    which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject. If either indication is found,
    it will be a Test pass.	 
	 

        35g
	 

        Review
        the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that the Ground
        Lease does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable
        to the holder of the CREFI Mortgage Loan and its successors and assigns without the consent of the lessor thereunder.
        If such indication is found, it will be a Test pass.
	 

        Ground
        Lease; estoppel

	 

        35h
	 

        Review
        the Ground Lease for an indication that in the event it is so assigned, it is further assignable by the holder of the
        CREFI Mortgage Loan and its successors and assigns without the consent of the lessor. If such indication is found, it
        will be a Test pass.
	 

        Ground
        Lease

	 

        35i
	 

        Review
        the MS Servicer Notices for notation that CREFI has received any written notice of material default under or notice of
        termination of such Ground Lease. If no such notation is found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        35j
	 

        Review
        the MS Servicer Notices for notation that to CREFI’s knowledge, there is a material default under such Ground Lease
        or condition that, but for the passage of time or giving of notice, would result in a material default under the terms
        of such Ground Lease. If no such notation is found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        35k
	 

        Review
        the MS Servicer Notices for a notation that to CREFI’s knowledge, such Ground Lease was not in full force and effect
        as of the Closing Date. If no such notation is found, it will be a Test pass.
	 

        MS
        Servicer Notices




 

    Exhibit PP-B-36


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	by
                                         CREFI in connection with loans originated for securitization;

         

        (j)
          Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage
        (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s
        interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially
        total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of
        all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified
        in the related Mortgage Loan documents) the lender or a trustee appointed by it having the right to hold and disburse
        such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the related
        CREFI Mortgage Loan, together with any accrued interest;

         

        (k)
  In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or
other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award
allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged
Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of
the related CREFI Mortgage Loan, together with any accrued interest; and

         

        (l)    Provided that the lender cures any defaults which
are susceptible to being cured, the ground lessor has agreed to enter into a new lease with lender upon termination of the Ground
Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.
	 

        35l
	 

        Review
        the Ground Lease and any ancillary agreement between the lessor and lessee for provisions that the lessor is required
        to give to the lender written notice of any default, and provide that no notice of default or termination is effective
        against the lender unless such notice is given to the lender. If such provisions are found, it will be a Test pass.
	 

        Ground
        Lease; ancillary agreement

	 

        35m
	 

        Review
        the Ground Lease and Related Documents for provisions that the lender is permitted a reasonable opportunity (including,
        where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal
        proceedings) to cure any default under the Ground Lease which is curable after the lender’s receipt of notice of
        any default before the lessor may terminate the Ground Lease. If such provisions are found, it will be a Test pass.
	 

        Ground
        Lease and Related Documents

	 

        35n
	 

        Review
        the Ground Lease for provisions that impose any commercially unreasonable restrictions on subletting in connection with
        loans originated for securitization. If no such provisions are found, it will be a Test pass.
	 

        Ground
        Lease

	 

        35o
	 

        Review
        the Ground Lease and any estoppel or other agreement received from the ground lessor and the related Mortgage and the
        Mortgage Loan Documents for an indication that any related insurance proceeds or the portion of the condemnation award
        allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii)
        in respect of a total or substantially total loss or taking as addressed in clause (34(k)) will be applied either to the
        repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess
        of the threshold amount specified in the related Mortgage Loan Documents) the lender or a trustee appointed by it
	 

        Ground
        Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents




 

    Exhibit PP-B-37


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 	 	having
    the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal
    balance of the CREFI Mortgage Loan, together with any accrued interest. If such indications are found, it will be a Test pass.	 
	 

        35p
	 

        Review
        the Ground Lease and any estoppel or other agreement received from ground lessor and the Mortgage Loan Documents for an
        indication that, in the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an
        estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the
        condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or
        taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment
        of the outstanding principal balance of the CREFI Mortgage Loan, together with any accrued interest. If such an indication
        is found, it will be a Test pass.
	 

        Ground
        Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents

	 

        35q
	 

        Review
        the Ground Lease for provisions that, provided that the lender cures any defaults which are susceptible to being cured,
        the ground lessor has agreed to enter into a new lease with the lender upon termination of the Ground Lease for any reason,
        including rejection of the Ground Lease in a bankruptcy proceeding. If such provisions are found, it will be a Test pass.
	 

        Ground
        Lease

	 

        36.
        Servicing. The servicing and collection practices used by CREFI with respect to the CREFI Mortgage Loans have been,
        in all respects, legal and have met customary industry standards for servicing of commercial loans for conduit loan programs.
	 

        36
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claims or assertions to the effect that the servicing
        and collection practices used by CREFI with respect to the CREFI Mortgage Loan was not in all material respects legal,
        or in accordance customary industry standards for servicing of commercial loans for conduit loan programs. If such a notation
        or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices




 

    Exhibit PP-B-38


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	 

        37.
        Origination and Underwriting. The origination practices of CREFI (or the related originator if CREFI was not the
        originator) with respect to each CREFI Mortgage Loan have been, in all material respects, legal and as of the date of
        its origination, such CREFI Mortgage Loan and the origination thereof complied in all material respects with, or was exempt
        from, all requirements of federal, state or local law relating to the origination of such CREFI Mortgage Loan; provided
        that such representation and warranty does not address or otherwise cover any matters with respect to federal, state
        or local law otherwise covered in Exhibit D of the CREFI Mortgage Loan Purchase Agreement.
	 

        37
	 

        Review
        the MS Servicer Notices for notation to the effect that the origination practices of CREFI (or the related originator
        if CREFI was not the originator) with respect to each CREFI Mortgage Loan have not been, in all material respects, legal
        and as of the date of its origination, such CREFI Mortgage Loan, or the origination thereof did not comply in all material
        respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such
        CREFI Mortgage Loan; provided that representation and warranty 37 does not address or otherwise cover any matters with
        respect to federal, state or local law otherwise covered in Exhibit D of the CREFI Mortgage Loan Purchase Agreement. If
        no such notation is found, it will be a Test pass.
	 

        MS
        Servicer Notices; CREFI Mortgage Loan Purchase Agreement

	 

        38.
        No Material Default; Payment Record. No CREFI Mortgage Loan has been more than 30 days delinquent, without giving
        effect to any grace or cure period, in making required payments since origination, and as of the date hereof, no CREFI
        Mortgage Loan is more than 30 days delinquent (beyond any applicable grace or cure period) in making required payments
        as of the Closing Date. To CREFI’s knowledge, there is (a) no material default, breach, violation or event of acceleration
        existing under the related CREFI Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which,
        with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default,
        breach, violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of
        either clause (a) or clause (b), materially and adversely affects the value of the related CREFI Mortgage
        Loan or the value, use or operation of the related Mortgaged Property, provided, however, that this representation
        and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises
        out of an exception scheduled to any other representation and warranty made by CREFI in Exhibit D to the CREFI Mortgage
        Loan Purchase Agreement. No person other than
	 

        38a
	 

        Review
        the MS Servicer Notices for notation that (i) the CREFI Mortgage Loan has been more than 30 days delinquent, giving effect
        to any grace or cure period, in making required payments as of the Closing Date, or (ii) the CREFI Mortgage Loan was delinquent
        beyond any applicable grace or cure periods as of the Cut-off Date. If no such notation is found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        38b
	 

        Review
        the MS Servicer Notices for notation of CREFI’s knowledge of (a) a material default, breach, violation or event
        of acceleration existing under the related CREFI Mortgage Loan, or (b) an event (other than payments due but not yet delinquent)
        which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material
        default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration in the
        case of either clause (a) or clause (b), materially and adversely affects the value of the CREFI Mortgage Loan or the
        value, use or operation of the related Mortgaged Property. If no such notation is found, it will be a Test
	 

        MS
        Servicer Notices




 

    Exhibit PP-B-39


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	the
    holder of such CREFI Mortgage Loan may declare any event of default under the CREFI Mortgage Loan or accelerate any indebtedness
    under the Mortgage Loan documents.	 	pass.	 
	 

        39.
        Bankruptcy. As of the date of origination of the related CREFI Mortgage Loan and, to CREFI’s knowledge, as
        of the Cut-off Date, no related borrower, guarantor or tenant occupying a single tenant property is a debtor in state
        or federal bankruptcy, insolvency or similar proceeding.
	 

        39
	 

        Review
        the Lexis/Nexis (or comparable search) and the MS Servicer Notices for an indication that a borrower, guarantor or tenant
        occupying a single-tenant property was a debtor in, a state or federal bankruptcy, insolvency or similar proceeding. If
        no such indication or notation is found, it will be a Test pass.
	 

        Lexis/Nexis
        (or comparable) search; MS Servicer Notices

	 

        40.
        Organization of Mortgagor. With respect to each CREFI Mortgage Loan, in reliance on certified copies of the organizational
        documents of the related borrower delivered by such borrower in connection with the origination of such CREFI Mortgage
        Loan, the borrower is an entity organized under the laws of a state of the United States of America, the District of Columbia
        or the Commonwealth of Puerto Rico. Except with respect to any Crossed Mortgage Loan, no CREFI Mortgage Loan has a borrower
        that is an Affiliate of another borrower under another Mortgage Loan. (An “Affiliate” for purposes
        of this representation and warranty 40 means, a borrower that is under direct or indirect common ownership and control
        with another borrower.)
	 

        40a
	 

        Review
        the organizational documents of the borrower to determine if there are certified copies indicating that the borrower is
        an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth
        of Puerto Rico. If such indication is found, it will be a Test pass.
	 

        Organizational
        Documents of the Mortgagor

	 

        40b
	 

        Review
        the MS Servicer Notices to determine if there is any indication that, except with respect to any CREFI Mortgage Loan that
        is a Crossed Mortgage Loan, no CREFI Mortgage Loan has a borrower that is an affiliate of another Mortgagor under another
        CREFI Mortgage Loan. If such an indication is found, it will be a Test pass.
	 

        MS
        Servicer Notices; Prospectus

	 

        41.
        Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase
        II site assessment) and, with respect to certain CREFI Mortgage Loans, a Phase II environmental site assessment (collectively,
        an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection
        with such CREFI Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared),
        and such ESA either (i) did not identify the existence of recognized environmental conditions (as such term is defined
        in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged
	 

        41a
	 

        Review
        any ESA (as defined in representation and warranty 41) for indication that it met the ASTM requirements and was conducted
        by a reputable environmental consultant within 12 months prior to the origination date of the CREFI Mortgage Loan (or
        an update of a previous ESA prepared). If such an indication is found, it will be a Test pass.
	 

        ESA

	 

        41b
	 

        Review
        the ESA for an indication that it identified (i) the existence of a Recognized Environmental Condition at the related
        Mortgaged Property or (ii) the need for further investigation with respect to any Environmental
	 

        ESA




 

    Exhibit PP-B-40


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	Property
    or the need for further investigation with respect to any Environmental Condition that was identified, or (ii) if the existence
    of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following
    statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the
    estimated cost to cure any material noncompliance with applicable environmental laws or the Environmental Condition has been
    escrowed by the related borrower and is held or controlled by the related lender; (B) if the only Environmental Condition
    relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water,
    and the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required
    to be instituted by the related borrower that can reasonably be expected to mitigate the identified risk; (C) the Environmental
    Condition identified in the related environmental report was remediated or abated in all material respects prior to the date
    hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory
    authority (or the Environmental Condition affecting the related Mortgaged Property was otherwise listed by such governmental
    authority as “closed” or a reputable environmental consultant has concluded that no further action is required);
    (D) a secured creditor environmental policy or a pollution legal liability insurance policy that covers liability for the
    Environmental Condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s Investors
    Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.; (E) a party not related to the borrower was identified as
    the responsible party for such Environmental Condition and such responsible party has financial resources reasonably estimated
    to be adequate to address the situation; or (F) a party related to the borrower having financial resources reasonably estimated
    to be adequate to address the situation is required to take action. To CREFI’s knowledge, except as set forth in the
    ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the	 	Condition
    that was identified. If no such indication is found, it will be a Test pass.	 
	 

        41c
	 

        Review
        the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related
        Mortgaged Property or (ii) the need for further investigation with respect to any Environmental Condition that was identified.
        If such an indication is found, the following test procedures (subparts 41c-1 through 41c-6) will be performed. If any
        of the subparts indications are found, it will be a Test pass.
	 

        ESA;
        Escrow Statements; Mortgage Loan Documents

	 	 

        1.
        Review escrow statements for an indication that an amount reasonably estimated by a reputable environmental consultant
        to be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or
        the environmental condition has been escrowed by the Mortgagor and is held by the related Mortgagee.
	 

        Escrow
        statements

	 	 

        2.
        Review the ESA for an indication that if the only Environmental Condition relates to the presence of asbestos-containing
        materials, radon in indoor air or lead based paint or lead in drinking water, the only recommended action in the ESA is
        the institution of such a plan, and if so, a review of the Mortgage Loan Documents indicates that an operations or maintenance
        plan has been required to be instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to
        mitigate the identified risk.
	 

        ESA;
        Mortgage Loan Documents

	 	 

        3.
        Review any no further action or closure letter from the applicable governmental regulatory authority or a reputable environmental
        consultant for an indication that any Environmental Condition identified in the ESA was remediated or abated in all material
        respects prior to the Cut-off Date.
	 

        No
        further action or closure letter regarding Environmental Condition




 

    Exhibit PP-B-41


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	related
    Mortgaged Property.	 	 

        4.
        Review the insurance coverage review documents for an indication that a secured creditor environmental policy or a pollution
        legal liability insurance policy that covers liability for the Environmental Condition was obtained from an insurer rated
        no less than A- (or the equivalent) by Moody’s Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings,
        Inc.
	 

        Insurance
        coverage review documents

	 	 

        5.
        Review the Mortgage Loan Documents for an indication that a party not related to the Mortgagor was identified as the responsible
        party for the Environmental Condition and such responsible party has financial resources considered by CREFI to be adequate
        to address the situation.
	 

        Mortgage
        Loan Documents

	 	 

        6.
        Review the Mortgage Loan Documents for an indication that a party related to the borrower having financial resources estimated
        by CREFI to be adequate to address the situation is required to take action.
	 

        Mortgage
        Loan Documents

	 

        41d
	 

        Review
        the MS Servicer Notices for notation of CREFI’s knowledge of any environmental condition at the Mortgaged Property
        other than any set forth in the ESA or in the Prospectus. If no such notation is found, it will be a Test pass.
	 

        MS
        Servicer Notices; ESA

	 

        42.
        Appraisal. The Servicing File contains an appraisal of the related Mortgaged Property with an appraisal date within
        6 months of the CREFI Mortgage Loan origination date, and within 12 months of the Closing Date. The appraisal is signed
        by an appraiser who is either a Member of the Appraisal Institute (“MAI”) and/or has been licensed
        and certified to prepare appraisals in the state where the Mortgaged Property is located. Each appraiser has represented
        in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards
        of Professional Appraisal Practice” as adopted by the
	 

        42a
	 

        Review
        the appraisal to determine if it was dated within 6 months of the CREFI Mortgage Loan origination date and within 12 months
        of the Closing Date. If so determined, it will be a Test pass.
	 

        Appraisal

	 

        42b
	 

        Review
        the appraisal to determine if it includes an appraiser’s certification or supplemental letter that indicates that the
        appraiser had no interest, direct or indirect, in the borrower, the Mortgaged Property or any loan made on the security
        of the Mortgaged Property. If so determined, it will be a Test pass.
	 

        Appraisal




 

    Exhibit PP-B-42


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	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 borrower or in any loan made on the security thereof, and its compensation is not affected by
    the approval or disapproval of the CREFI Mortgage Loan.	 

        42c
	 

        Review
        the appraisal to determine if it signed by an appraiser who is a Member of the Appraisal Institute (“MAI”)
        and/or has been licensed and certified to prepare appraisals in the state where the Mortgaged Property is located, and
        that the appraiser’s compensation is not affected by the approval or disapproval of the CREFI Mortgage Loan. If so determined,
        it will be a Test pass.
	 

        Appraisal

	 

        42d
	 

        Review
        the appraisal to determine if it includes documentation in the appraisal or a 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. If so determined, it will be a Test pass.
	 

        Appraisal

	 

        43.
        Mortgage Loan Schedule. The information pertaining to each CREFI Mortgage Loan which is set forth on the mortgage
        loan schedule attached to the related MLPA is true and correct in all material respects as of the Cut-off Date and contains
        all information required by the related MLPA to be contained therein.
	 

        43a
	 

        Review
        the Mortgage Loan Schedule attached as an exhibit to the related CREFI Mortgage Loan Purchase Agreement and compare it
        to the corresponding information in (i) Annex A to the Prospectus (ii) Mortgage Loan Documents and (iii) PSA to determine
        if there are discrepancies between the documents. If there are no such discrepancies, it will be a Test pass.
	 

        Mortgage
        Loan Schedule; Annex A to Prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement

	 

        43b
	 

        Compare
        the information in the Mortgage Loan Schedule to the requirements of the MLPA to determine if all information required
        in the MLPA is contained therein. If so determined, it will be a Test pass.
	 

        Mortgage
        Loan Schedule; PSA

	 

        44.
        Cross-Collateralization. No CREFI Mortgage Loan is cross-collateralized or cross-defaulted with any mortgage loan
        that is outside the issuing entity, except (i) with respect to any CREFI Mortgage Loan that is part of a Whole Loan, any
        other mortgage loan that is part of such Whole Loan and (ii) with respect to any Crossed Mortgage Loan, any mortgage loan
        that is part of a Whole Loan that is cross-collateralized and cross-defaulted with such Mortgage Loan or with a Whole
        Loan of which such Mortgage
	 

        44
	 

        Review
        the Mortgage Loan Documents to determine if the CREFI Mortgage Loan is cross-collateralized or cross-defaulted with any
        other CREFI Mortgage Loan that is outside the issuing entity, except (i) with respect to any CREFI Mortgage Loan that
        is part of a Whole Loan, any other mortgage loan that is part of such Whole Loan and (ii) with respect to any Crossed
        Mortgage Loan, any mortgage loan that is part of a
	 

        Mortgage
        Loan Documents




 

    Exhibit PP-B-43


     


    



 


	 

        Representations
        and Warranties
	 

        Test
	 

        Review
        Materials

	Loan
    is a part.	 	Whole
    Loan that is cross-collateralized and cross-defaulted with such CREFI Mortgage Loan or with a Whole Loan of which such CREFI
    Mortgage Loan is a part. If not so determined, it will be a Test pass.	 
	 

        45.
        Advance of Funds by Mortgage Loan Seller. After origination, no advance of funds has been made by CREFI to the
        related borrower other than in accordance with the Mortgage Loan documents, and, to CREFI’s knowledge, no funds
        have been received from any person other than the related borrower or an affiliate for, or on account of, payments due
        on the CREFI Mortgage Loan (other than as contemplated by Mortgage Loan documents, such as, by way of example and not
        in limitation of the foregoing, amounts paid by the tenant(s) into a lender-controlled lockbox if required or contemplated
        under the related lease or Mortgage Loan documents). Neither the CREFI nor any affiliate thereof has any obligation to
        make any capital contribution to any borrower under a CREFI Mortgage Loan, other than contributions made on or prior to
        the date hereof.
	 

        45a
	 

        Review
        the MS Servicer Notices for a notation or other indication that an advancement of funds after origination had been made
        by CREFI to the related borrower other than in accordance with the Mortgage Loan Documents, or that funds have been received
        from any person other than the related borrower or an Affiliate for, or on account of, payments due on the CREFI Mortgage
        Loan (other than as contemplated by the Mortgage Loan Documents, such as, by way of example and not in limitation of the
        foregoing, amounts paid by the tenant(s) into a lender controlled lockbox if required or contemplated under the related
        lease or Mortgage Loan Documents). If such a notation or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        45b
	 

        Review
        the Mortgage Loan Documents to determine if CREFI, or an Affiliate, has an obligation to make any capital contribution
        to any borrower under a CREFI Mortgage Loan, other than contributions made on or prior to the Closing Date. If not so
        determined, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        46.
        Compliance with Anti-Money Laundering Laws. CREFI has complied in all material respects with all applicable anti-money
        laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination
        of the CREFI Mortgage Loan, the failure to comply with which would have a material adverse effect on the CREFI Mortgage
        Loan.
	 

        46
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion that CREFI did not comply with its
        internal procedures with respect to all applicable anti-money laundering laws and regulations, including without limitation
        the USA Patriot Act of 2001 in connection with the origination of any CREFI Mortgage Loan, the failure to comply with
        which would have a material adverse effect on the CREFI Mortgage Loan. If such a notation or other indication is not found,
        it will be a Test pass.
	 

        MS
        Servicer Notices



 










 

    Exhibit PP-B-44


     


    





 


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 2019-GC38


Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through
Certificates, Series 2019-GC38



 


In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of February
1, 2019 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, 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 2019-GC38 Asset Manager

Email: commercial.servicing@wellsfargo.com	
         

         

         

         

	 	 
	
        Midland
Loan Services, a Division of PNC

        Bank,
National Association

        10851 Mastin Street,
Suite 700

        Overland Park, Kansas
66210

        Attention: Executive
Vice President Division

        Head

        Fax number: (888) 706-3565
	 


 


		Attention:	GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through
Certificates, Series 2019-GC38



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer, 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 2019-  GC38,
Commercial Mortgage Pass-Through   Certificates, Series 2019-GC38
	 	 
	 	By: 	 
	 	 	[Name]
[Title]


 




    Exhibit RR-2


     


    

 


EXHIBIT SS


 


FORM OF CERTIFICATE ADMINISTRATOR RECEIPT
OF THE HRR CERTIFICATES


 


February 27, 2019


 


	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
	 	 	 
	
        KKR Real Estate Credit Opportunity Partners Aggregator
I L.P.

        9 West 57th Street, Suite 4200,

        New York, New York 10019

        Fax number: (212) 750-0003
	 	 


 


		Re:	GS Mortgage
                                         Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38
                                         



 


In accordance with Section 5.01(c)
of the Pooling and Servicing Agreement, dated as of February 1, 2019 (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 E-RR, Class F-RR, Class G-RR, Class H-RR and Class I-RR Certificates in the form of Definitive Certificates
(CUSIP No. [______]), for the benefit of KKR Real Estate Credit Opportunity Partners Aggregator I L.P., the initial Third Party
Purchaser as the registered holder thereof. A copy of such Certificates is attached as Exhibit A-1. Payments on the Certificates
will be made to the registered holder in accordance with the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein shall the respective meanings set forth in the Agreement.


 





	 	WELLS
    FARGO Bank, national association, 

not in
    its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    Exhibit SS-1


     


    

 


EXHIBIT TT


 


FORM OF CERTIFICATE ADMINISTRATOR RECEIPT
OF THE HRR CERTIFICATES UPON TRANSFER


[DATE]


  


	GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention:  Leah Nivison	Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention:  Leah Nivison
	 	 
	
        KKR Real Estate Credit Opportunity Partners Aggregator
I L.P.

        9 West 57th Street, Suite 4200,

        New York, New York 10019

        Fax number: (212) 750-0003
	 


 


		Re:	GS Mortgage
                                         Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38
                                         



 


In accordance with Section 5.03(p)
of the Pooling and Servicing Agreement, dated as of February 1, 2019 (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 E-RR, Class F-RR, Class G-RR, Class H-RR and Class I-RR Certificates in the form of Definitive Certificates
(CUSIP No. [______]), for the benefit of [______________], the registered holder of such Certificate. A copy of such Certificates
is attached as Exhibit A-1. Payments on the Certificates will be made to the registered holder in accordance with the Pooling and
Servicing Agreement.


 


Capitalized terms used
but not defined herein shall the respective meanings set forth in the Agreement.


 


	 	WELLS
    FARGO Bank, national association, 

not in
    its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    Exhibit TT-1


     


    

 


Schedule
1


 


MORTGAGE LOANS WITH ADDITIONAL DEBT


 


		1.	365 Bond






 


		2.	Pace Gallery HQ



 





		3.	Albertsons Industrial - IL



 





		4.	Pier 70



 





		5.	3 Park Avenue



 





		6.	145 Clinton



 





		7.	5444 & 5430 Westheimer



 





		8.	Albertsons Industrial – PA



 





		9.	Fairbridge Office Portfolio



 




    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


 


None.


 






    Schedule 3-1