Exhibit 4.2 


 








EXECUTION
VERSION 


	 






 


GS
MORTGAGE SECURITIES CORPORATION II



as Depositor


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION



as Servicer


 


COHEN
FINANCIAL, A DIVISION OF SUNTRUST BANK


 


as
Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION


 


as
Certificate Administrator and Custodian


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION



as Trustee


 


and


 


PARK
BRIDGE LENDER SERVICES LLC,


 


as
Operating Advisor


 





 



 







TRUST
AND SERVICING AGREEMENT



Dated as of November 10, 2017



 


 





 



 





Worldwide
Plaza Trust 2017-WWP

Commercial Mortgage Pass-Through Certificates, Series 2017-WWP





	 



  




     


     


    





 





	TABLE
    OF CONTENTS
	 	 	 
	ARTICLE
    1
	 	 	 
	DEFINITIONS


 



	Section
    1.1	Definitions	5
	Section
    1.2	Interpretation	62
	Section
    1.3	Certain
    Calculations in Respect of the Trust Loan or the Whole Loan	62
	 	 	 
	ARTICLE
    2
	 	 	 
	DECLARATION
                                         OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES

                                                                                 
	 
	Section
    2.1	Creation
    and Declaration of Trust; Conveyance of the Trust Loan	65
	Section
    2.2	Acceptance
    by the Trustee, the Custodian and the Certificate Administrator	69
	Section
    2.3	Representations
    and Warranties of the Trustee	70
	Section
    2.4	Representations
    and Warranties of the Servicer	71
	Section
    2.5	Representations
    and Warranties of the Special Servicer	72
	Section
    2.6	Representations
    and Warranties of the Depositor	73
	Section
    2.7	Representations
    and Warranties of the Certificate Administrator	75
	Section
    2.8	Representations
    and Warranties of the Operating Advisor	76
	Section
    2.9	Representations
    and Warranties Contained in the Loan Purchase Agreement	77
	Section
    2.10	Execution
    and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests	81
	Section
    2.11	Miscellaneous
    REMIC Provisions	81
	Section
    2.12	Resignation
    Upon Prohibited Risk Retention Affiliation	82
	 	 	 
	ARTICLE
    3
	 
	 	ADMINISTRATION
    AND SERVICING OF THE WHOLE LOAN	 
	 	 	 
	Section
    3.1	Servicer
    to Act as the Servicer; Special Servicer to Act as the Special Servicer	82
	Section
    3.2	Sub-Servicing
    Agreements	84
	Section
    3.3	Cash
    Management Account	86
	Section
    3.4	Collection
    Account	86
	Section
    3.5	Distribution
    Account	91
	Section
    3.6	Foreclosed
    Property Account	92
	Section
    3.7	Appraisal
    Reductions	92
	Section
    3.8	Investment
    of Funds in the Collection Account and Any Foreclosed Property Account	95
	Section
    3.9	Payment
    of Taxes, Assessments, etc	97
	Section
    3.10	Appointment
    of Special Servicer	98



 



    -i-


    


    

 





	Section
    3.11	Maintenance
    of Insurance and Errors and Omissions and Fidelity Coverage	104
	Section
    3.12	Procedures
    with Respect to the Trust Loan; Realization upon the Property	106
	Section
    3.13	Custodian
    to Cooperate; Release of Items in the Mortgage File	108
	Section
    3.14	Title
    and Management of Foreclosed Property	109
	Section
    3.15	Sale
    of Foreclosed Property	111
	Section
    3.16	Sale
    of Whole Loan and the Trust Loan	113
	Section
    3.17	Servicing
    Compensation	115
	Section
    3.18	Reports
    to the Certificate Administrator; Account Statements	119
	Section
    3.19	[Reserved]	120
	Section
    3.20	[Reserved]	120
	Section
    3.21	Access
    to Certain Documentation Regarding the Whole Loan and Other Information	120
	Section
    3.22	Inspections;
    Collection of Financial Statements	121
	Section
    3.23	Advances	122
	Section
    3.24	Modifications
    of Mortgage Loan Documents	125
	Section
    3.25	Servicer
    and Special Servicer May Own Certificates	128
	Section
    3.26	Rating
    Agency Confirmations	128
	Section
    3.27	The
    Operating Advisor	129
	Section
    3.28	Intercreditor
    Agreement; Notice of Mortgage Loan Event of Default to Mezzanine Lender	136
	Section
    3.29	Credit
    Risk Retention	136
	Section
    3.30	Miscellaneous
    Provisions	137
	Section
    3.31	Companion
    Loan Intercreditor Matters	137
	 	 	 
	ARTICLE
    4
	 	 	 
	PAYMENTS
                                         AND STATEMENTS TO CERTIFICATEHOLDERS


 



	Section
    4.1	Distributions	139
	Section
    4.2	Withholding
    Tax	144
	Section
    4.3	Allocation
    and Distribution of Yield Maintenance Premiums	144
	Section
    4.4	Statements
    to Certificateholders	145
	Section
    4.5	Investor
    Q&A Forum and Investor Registry	148
	 	 	 
	ARTICLE
    5
	 	 	 
	THE
                                         CERTIFICATES


 



	Section
    5.1	The
    Certificates	150
	Section
    5.2	Form
    and Registration	153
	Section
    5.3	Registration
    of Transfer and Exchange of Certificates	155
	Section
    5.4	Mutilated,
    Destroyed, Lost or Stolen Certificates	163
	Section
    5.5	Persons
    Deemed Owners	163
	Section
    5.6	Access
    to List of Certificateholders’ Names and Addresses; Special Notices	163



 






    -ii-


    


    

 


	Section
    5.7	Maintenance
    of Office or Agency	164
	 	 	 
	ARTICLE
    6
	 
	THE
    DEPOSITOR, THE SERVICER, THE SPECIAL SERVICER, THE OPERATING
	ADVISOR
    AND THE CONTROLLING CLASS REPRESENTATIVE
	 	 	 
	Section
    6.1	Respective
    Liabilities of the Depositor, the Servicer and the Special Servicer	164
	Section
    6.2	Merger
    or Consolidation of the Servicer, the Special Servicer or the Operating Advisor	165
	Section
    6.3	Limitation
    on Liability of the Depositor, the Servicer, the Special Servicer, the Operating Advisor and Others	165
	Section
    6.4	Termination
    of the Special Servicer	166
	Section
    6.5	The
    Controlling Class Representative	169
	Section
    6.6	Servicer
    and Special Servicer Not to Resign	174
	Section
    6.7	Indemnification
    by the Servicer, the Special Servicer, the Operating Advisor and the Depositor	176
	 	 	 
	ARTICLE
    7
	 
	SERVICER
    TERMINATION EVENTS; SPECIAL
	SERVICER
    TERMINATION EVENTS;
	TERMINATION
                                         OF SPECIAL SERVICER WITHOUT CAUSE


 



	Section
    7.1	Servicer
    Termination Events; Special Servicer Termination Events	176
	Section
    7.2	Trustee
    to Act; Appointment of Successor	180
	Section
    7.3	Notification
    to Certificateholders, the Depositor and the Rating Agencies	183
	Section
    7.4	Other
    Remedies of Trustee	183
	Section
    7.5	Waiver
    of Past Servicer Termination Events and Special Servicer Termination Events	183
	Section
    7.6	Trustee
    as Maker of Advances	184
	 	 	 
	ARTICLE
    8
	 	 	 
	THE
                                         TRUSTEE AND CERTIFICATE ADMINISTRATOR


 



	Section
    8.1	Duties
    of the Trustee, the Custodian and the Certificate Administrator	184
	Section
    8.2	Certain
    Matters Affecting the Trustee and the Certificate Administrator	187
	Section
    8.3	None
    of the Trustee, the Custodian or the Certificate Administrator is Liable for Certificates or the Trust Loan	190
	Section
    8.4	Trustee
    and Certificate Administrator May Own Certificates	192
	Section
    8.5	Trustee’s
    and Certificate Administrator’s Fees and Expenses	192
	Section
    8.6	Eligibility
    Requirements for the Trustee, the Custodian and the Certificate Administrator; Errors and Omissions Insurance	193



 






    -iii-


    


    

 


	Section
    8.7	Resignation
    and Removal of the Trustee, the Custodian or the Certificate Administrator	194
	Section
    8.8	Successor
    Trustee or Successor Certificate Administrator	195
	Section
    8.9	Merger
    or Consolidation of the Trustee, the Custodian or the Certificate Administrator	196
	Section
    8.10	Appointment
    of Co-Trustee or Separate Trustee	196
	Section
    8.11	Appointment
    of Authenticating Agent	198
	Section
    8.12	Indemnification
    by the Trustee, the Custodian and the Certificate Administrator	199
	Section
    8.13	Certificate
    Administrator and Servicer Not Responsible for Inconsistent Payment Information	199
	Section
    8.14	Access
    to Certain Information	199
	 	 	 
	ARTICLE
    9
	 	 	 
	TERMINATION
	 	 	 
	Section
    9.1	Termination	205
	Section
    9.2	Additional
    Termination Requirements	206
	Section
    9.3	Trusts
    Irrevocable	207
	 	 	 
	ARTICLE
    10
	 	 	 
	MISCELLANEOUS
    PROVISIONS
	 	 	 
	Section
    10.1	Amendment	207
	Section
    10.2	Recordation
    of Agreement; Counterparts	210
	Section
    10.3	Governing
    Law; Submission to Jurisdiction; Waiver of Jury Trial	211
	Section
    10.4	Notices	211
	Section
    10.5	Notices
    to the Rating Agencies	215
	Section
    10.6	Severability
    of Provisions	215
	Section
    10.7	Limitation
    on Rights of Certificateholders	216
	Section
    10.8	Certificates
    Nonassessable and Fully Paid	216
	Section
    10.9	Reproduction
    of Documents	216
	Section
    10.10	No
    Partnership	217
	Section
    10.11	Actions
    of Certificateholders	217
	Section
    10.12	Successors
    and Assigns	217
	Section
    10.13	Acceptance
    by Authenticating Agent, Certificate Registrar	218
	Section
    10.14	Streit
    Act	218
	Section
    10.15	Assumption
    by Trust of Duties and Obligations of the Sponsors Under the Mortgage Loan Documents	218
	Section
    10.16	Notice
    to Each Rating Agency	218
	Section
    10.17	Exchange
    Act Rule 17g-5 Procedures	220
	Section
    10.18	Cooperation
    with the Sponsors with Respect to Rights Under the Mortgage Loan Agreement	223
	 	 	 



 






    -iv-


    


    

 


	ARTICLE
    11
	 	 	 
	EXCHANGE
    ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 
	Section
    11.1	Intent
    of the Parties; Reasonableness	223
	Section
    11.2	Succession;
    Sub-Servicers; Subcontractors	224
	Section
    11.3	Other
    Securitization Trust’s Filing Obligations	226
	Section
    11.4	Form
    10-D Disclosure	226
	Section
    11.5	Form
    10-K Disclosure	226
	Section
    11.6	Form
    8-K Disclosure	227
	Section
    11.7	Annual
    Compliance Statements	228
	Section
    11.8	Annual
    Reports on Assessment of Compliance with Servicing Criteria	228
	Section
    11.9	Annual
    Independent Public Accountants’ Servicing Report	230
	Section
    11.10	Significant
    Obligor	231
	Section
    11.11	Sarbanes-Oxley
    Backup Certification	232
	Section
    11.12	Indemnification	232
	Section
    11.13	Amendments	233
	Section
    11.14	Termination
    of the Certificate Administrator	233
	Section
    11.15	Termination
    of Sub-Servicing Agreements	234
	Section
    11.16	Notification
    Requirements and Deliveries in Connection with Securitization of a Companion Loan	234
	 	 	 
	ARTICLE
    12
	 	 	 
	REMIC
    ADMINISTRATION
	 	 	 
	Section
    12.1	REMIC
    Administration	235
	Section
    12.2	Foreclosed
    Property	239
	Section
    12.3	Prohibited
    Transactions and Activities	241
	Section
    12.4	Indemnification
    with Respect to Certain Taxes and Loss of REMIC Status	241
	 	 	 
	EXHIBITS	 	 
	 	 	 
	Exhibit
    A-1	Form
    of Class A Certificates	 
	 	 	 
	Exhibit
    A-2	Form
    of Class X-A Certificates	 
	 	 	 
	Exhibit
    A-3	Form
    of Class B Certificates	 
	 	 	 
	Exhibit
    A-4	Form
    of Class C Certificates	 
	 	 	 
	Exhibit
    A-5	Form
    of Class D Certificates	 
	 	 	 
	Exhibit
    A-6	Form
    of Class E Certificates	 
	 	 	 
	Exhibit
    A-7	Form
    of Class F Certificates	 
	 	 	 
	Exhibit
    A-8	Form
    of Class HRR Certificates	 
	 	 	 
	Exhibit
    A-9	Form
    of Class R Certificates



 



    -v-


    


    

 





	Exhibit
    B	Form
    of Request for Release
	 	 
	Exhibit
    C	Form
    of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate
	 	 
	Exhibit
    D	Form
    of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate
	 	 
	Exhibit
    E	Form
    of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period
	 	 
	Exhibit
    F	Form
    of Certification to be given by Beneficial Owner of Temporary Regulation
    S Global Certificate
	 	 
	Exhibit
    G	Form
    of Transfer Certificate of Non-Book Entry Certificate to Temporary Regulation S Global Certificate
	 	 
	Exhibit
    H	Form
    of Transfer Certificate of Non-Book Entry Certificate to Regulation S Global Certificate
	 	 
	Exhibit
    I	Form
    of Transfer Certificate of Non-Book Entry Certificate to Rule 144A Global Certificate
	 	 
	Exhibit
    J-1	Form
    of Investment Representation Letter
	 	 
	Exhibit
    J-2	Form
    of Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Internal Revenue Code of 1986, as Amended
	 	 
	Exhibit
    J-3	Form
    of Transferor Letter
	 	 
	Exhibit
    J-4	Form
    of Transferee Certificate for Transfers of the Class HRR Certificates
	 	 
	Exhibit
    J-5	Form
    of Transferor Certificate for Transfers of the Class HRR Certificates
	 	 
	Exhibit
    J-6	Form
    of Request of Retaining Sponsor Consent for Release of the Class HRR Certificates
	 	 
	Exhibit
    K-1	Form
    of Investor Certification for Non-Borrower Related Parties
	 	 
	Exhibit
    K-2	Form
    of Investor Certification for Borrower Related Parties
	 	 
	Exhibit
    K-3	Form
    of Investor Certification for Exercising Voting Rights
	 	 
	Exhibit
    L	Applicable
    Servicing Criteria
	 	 
	Exhibit
    M	Form
    of NRSRO Certification
	 	 
	Exhibit
    N	Form
    of Power of Attorney
	 	 
	Exhibit
    O	Form
    of ERISA Representation Letter
	 	 
	Exhibit
    P	Form
    of Notice to Parties of a Control Termination Event / Consultation Termination Event
	 	 
	Exhibit
    Q	Form
    of Online Vendor Certification



 





	Exhibit
    R	[Reserved]


 






    -vi-


    


    

 


	Exhibit
    S	Form
    of Notice of Mezzanine Collateral Foreclosure
	 	 
	Exhibit
    T	Form
    of Operating Advisor Annual Report
	 	 
	Exhibit
    U	Form
    of Notice from Operating Advisor Recommending Replacement of Special Servicer
	 	 
	Exhibit
    V	Form
    of Certificate Administrator Receipt of the Class HRR Certificates
	 	 
	Exhibit
    W	Form
    of Custodial Certification / Exception Report
	 	 
	Exhibit
    X-1	Form
    of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
	 	 
	Exhibit
    X-2	Form
    of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
	 	 
	Exhibit
    Y-1	Additional
    Form 10-D Disclosure
	 	 
	Exhibit
    Y-2	Additional
    Form 10-K Disclosure
	 	 
	Exhibit
    Y-3	Form
    8-K Disclosure Information
	 	 
	Exhibit
    Y-4	Additional
    Disclosure Notification
	 	 
	Exhibit
    Z	Form
    of Backup Certification




  









    -vii-


    


    

 


THIS
TRUST AND SERVICING AGREEMENT (“Agreement”) is dated as of November 10, 2017, among GS Mortgage Securities
Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank,
as Special Servicer, Certificate Administrator and Custodian, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor.


 


INTRODUCTORY
STATEMENT


 


Terms
not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof.


 


Reference
is made to that certain 10-year mortgage loan (the “Whole Loan”), evidenced by eight senior promissory notes
and two junior promissory notes (the “Notes”).


 


The
Whole Loan was originated by Goldman Sachs Mortgage Company (“GSMC” and, in such capacity, the “Originator”),
pursuant to that certain Loan Agreement, dated as of July 13, 2017 (as amended from time to time, the “Mortgage Loan
Agreement”), by and between the Originator, WWP Office, LLC and WWP Amenities Holdings, LLC, each a Delaware limited
liability company (the “Mortgage Loan Borrowers”). As of the Closing Date, the aggregate outstanding principal
balance of the Whole Loan was $940,000,000. The Whole Loan consists of (a) a portion that has an unpaid principal balance as of
the Cut-off Date of $705,000,000 (the “Trust Loan”), and is evidenced by Note A-1-S and Note A-2-S (as the
same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise
modified, “Note A-1-S” and “Note A-2-S” or the “Trust A Notes”), Note
B-1-S and Note B-2-S (as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated,
severed, split or otherwise modified “Note B-1-S” and “Note B-2-S” or the “B Notes”
and, together with the Trust A Notes, the “Trust Notes”), and (b) a portion that has an unpaid principal balance
as of the Cut-off Date of $235,000,000 (the “Companion Loan”), and is evidenced by Note A-1-C1, Note A-1-C2,
Note A-2-C1, Note A-2-C2, Note A-2-C3 and Note A-2-C4 (as the same may hereafter be amended, restated, replaced, extended, renewed,
supplemented, consolidated, severed, split or otherwise modified, the “Companion Loan Notes” and, together
with the Trust A Notes, the “A Notes”). The Trust A Notes, the B Notes and the Companion Loan Notes are collectively
referred to herein as the “Notes” and, each, as a “Note”.


 


On
or prior to the Closing Date, GSMC and GACC (in such capacity, the “Sponsors”) sold their respective Sponsor
Percentage Interests in the Trust Loan to the Depositor pursuant to a Trust Loan Purchase and Sale Agreement, dated as of the
date hereof, by and between the Sponsors and the Depositor (the “Loan Purchase Agreement”).


 


As
of the Closing Date, Note A-1-C1 and Note A-1-C2 was held by GSMC, and Note A-2-C1, Note A-2-C2, Note A-2-C3 and Note A-2-C4 was
held by GACC. The relative rights of the respective lenders in respect of the Whole Loan are set forth in a co-lender agreement
dated as of November 10, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Co-Lender
Agreement”), between the holders of the Notes related to the Trust Loan and the holders of the Companion Loan Notes.
From and after the


 






    		 	 



     


    

 


Closing
Date, the entire Whole Loan is to be serviced and administered in accordance with this Agreement.


 


As
provided for herein, the Certificate Administrator shall elect or shall cause elections to be made to treat designated portions
of the Trust Fund 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”). Each Class of Regular
Certificates will represent a single Class of “regular interests” in the Upper-Tier REMIC, as further described herein.
Each Class of Uncertificated Lower-Tier Interests will represent a single class of “regular interests” in the Lower-Tier
REMIC as further described herein. The Class R Certificates will evidence the sole Class of “residual interests”
in each of the Upper-Tier REMIC and Lower-Tier REMIC for purposes of the REMIC Provisions under federal income tax law.


 


In
exchange for the Trust Loan and the Uncertificated Lower-Tier Interests, the Trust will issue to the Depositor the Class A, Class X-A,
Class B, Class C, Class D, Class E, Class F, Class HRR and Class R Certificates (collectively, the “Certificates”),
which Certificates in the aggregate will evidence the entire ownership interest in the Trust. The Trust Fund consists principally
of the Trust Loan, the Mortgage Loan Documents and all payments under, and proceeds of, the Trust Loan following the Cut-off Date.


 


The
Depositor intends to sell the Certificates to the Initial Purchaser in an offering exempt from the registration requirements of
the federal securities laws.


 


UPPER-TIER
REMIC


 


As
further described in Section 2.12, the Class A, Class X-A, Class B, Class C, Class D, Class E, Class F and Class HRR
Certificates will evidence “regular interests” in the Upper-Tier REMIC created hereunder. The Class UT-R Interest
will constitute the sole Class of “residual interests” in the Upper-Tier REMIC created hereunder, and will be evidenced
by the Class R Certificates. The following table sets forth the class designation, the Pass-Through Rate and the aggregate
initial Certificate Balance (the “Original Certificate Balance”) or the initial Notional Amount (the “Original
Notional Amount”), as applicable, for each Class of Certificates and the Class UT-R Interest comprising the interests
in the Upper-Tier REMIC created hereunder:


 






    -2-


     


    

 


	Class
 Designation	 	Approximate Initial 

    Pass-Through Rate  
(per annum)	 	Original Certificate 

Balance or Original 

Notional Amount
	Class A	 	3.5263%     	 	$270,078,000
	Class X-A	 	0.0692%(1)	 	$270,078,000
	Class B	 	3.5955%(2)	 	$63,548,000
	Class C	 	3.5955%(2)	 	$47,660,000
	Class D	 	3.5955%(2)	 	$94,498,000
	Class E	 	3.5955%(2)	 	$113,491,000
	Class F	 	3.5955%(2)	 	$74,510,000
	Class HRR	 	3.5955%(2)	 	$41,215,000
	Class UT-R	 	  None(3)	 	None(4)




 

 




 


		(1)	The
                                         Class X-A Certificates will not have a Certificate Balance and will not be entitled
                                         to receive distributions of principal. Interest will accrue on such Class at the applicable
                                         Pass-Through Rate thereof on the applicable Notional Amount thereof. The Notional Amount
                                         of the Class X-A Certificates will be equal to the Certificate Balance of the Class A
                                         Certificates. The Class X-A Pass-Through Rate for any Certificate Interest Accrual Period
                                         is a variable per annum rate and will equal the Class X Strip Rate for the Class
                                         A Certificates.



 


		(2)	For
                                         any Distribution Date, the Pass-Through Rates of the Class B, Class C, Class D, Class
                                         E, Class F and Class HRR Certificates will be a per annum rate equal to the Net
                                         Mortgage Loan Rate.



 


		(3)	The
                                         Class UT-R 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 Premiums. Any Available Funds remaining in the Upper-Tier Distribution
                                         Account, after all required distributions under this Agreement have been made to each
                                         other Class of Certificates and the Class LT-R Interest, will be distributed to
                                         the Holders of the Class R Certificates in respect of the UT-R Interest.



 


LOWER-TIER
REMIC


 


As
further described in Section 2.12, the Class LA, Class LB, Class LC, Class LD, Class LE, Class LF and Class LHRR Uncertificated
Interests will evidence “regular interests” in the Lower-Tier REMIC created hereunder. The Class LT-R Interest will
constitute the sole Class of “residual interests” in the Lower-Tier REMIC created hereunder and will be evidenced
by the Class R Certificates. The following table sets forth the initial Lower-Tier Principal Amounts and Pass-Through Rates
for the Uncertificated Lower-Tier Interests and the Class LT-R Interest comprising the interests in the Lower-Tier REMIC created
hereunder:


 






    -3-


     


    

 


	Class
 Designation	 	Pass-Through Rate	 	Original Lower-Tier
 Principal Amount
	Class LA	 	(1)	 	$270,078,000
	Class LB	 	(1)	 	$63,548,000
	Class LC	 	(1)	 	$47,660,000
	Class LD	 	(1)	 	$94,498,000
	Class LE	 	(1)	 	$113,491,000
	Class LF	 	(1)	 	$74,510,000
	Class LHRR	 	(1)	 	$41,215,000
	Class LT-R	 	None(2)	 	None(1)




 

 




 


		(1)	For
                                         any Distribution Date, the Pass-Through Rate for each of the Class LA, Class LB, Class
                                         LC, Class LD, Class LE, Class LF and Class LHRR Uncertificated Interests shall be the
                                         Net Mortgage Loan Rate for such distribution Date.



 


		(2)	The
                                         Class LT-R 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 Premiums. Any Available Funds constituting assets remaining in the
                                         Lower-Tier Distribution Account after distributing the Lower-Tier Distribution Amount
                                         shall be distributed to the Holders of the Class R Certificates in respect of the
                                         Class LT-R Interest (but only to the extent of the Available Funds for such Distribution
                                         Date, if any, remaining in the Lower-Tier Distribution Account).



 


The
Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and the Trustee
are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged.


 




    -4-


     


    

 


W
I T N E S E T H T H A T:


 


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


 


Article
1



DEFINITIONS


 


Section 1.1.          Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires,
shall have the following meanings and such meanings shall be equally applicable to the singular and plural forms of such terms,
as the context may require.


 


“15Ga-1
Notice”: As defined in Section 2.9(a).


 


“15Ga-1
Notice Provider”: As defined in Section 2.9(a).


 


“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 (www.ctslink.com), under the “NRSRO” tab on the page
relating to this transaction, access to which is limited to the Depositor and NRSROs who have provided an NRSRO Certification
to the 17g-5 Information Provider.


 


“Acceptable
Insurance Default”: Any modification or waiver of any material provision in the Mortgage Loan Documents governing the
type, nature or amount of insurance coverage required to be obtained and maintained by the Mortgage Loan Borrower that is approved
or consented to by the Special Servicer pursuant to this Agreement.


 


“Accepted
Servicing Practices”: As defined in Section 3.1.


 


“Acquisition
Date”: The date upon which, under the Code (and in particular the REMIC Provisions and Section 856(e) of the Code),
the Trust Fund is deemed to have acquired the Property.


 


“Additional
Servicer”: Each Affiliate of the Servicer or the Special Servicer that Services the Whole Loan and each Person who is
not an Affiliate of the Servicer, other than the Special Servicer, who Services the Whole Loan as of any date of determination.


 


“Administrative
Advances”: As defined in Section 3.4(c).


 


“Administrative
Fee Rate”: The sum of the Servicing Fee Rate, the Certificate Administrator Fee Rate, the Operating Advisor Fee Rate
and the CREFC® Intellectual Property Royalty License Fee Rate.


 






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“Advance”:
Any Administrative Advance, Monthly Payment Advance or any Property Protection Advance.


 


“Advance
Rate”: As defined in Section 3.23(d).


 


“Adverse
REMIC Event”: As defined in Section 12.1(j).


 


“Advisers
Act”: As defined in Section 5.3(o).


 


“Affiliate”:
With respect to any specified Person, any other Person, directly or indirectly, 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, relation to individuals or otherwise, and the terms “controlling” and “controlled”
have meanings correlative to the foregoing. For purposes of this definition and the Mortgage Loan Borrower, any Person that is
a Restricted Holder shall be deemed to be an Affiliate of the Mortgage Loan Borrower. The Trustee and the Certificate Administrator
may request and rely upon an Officer’s Certificate of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Mortgage Loan Borrower or the Depositor, as applicable, to determine whether any Person is an Affiliate of the Servicer, the
Special Servicer, the Trustee, the Certificate Administrator, the Mortgage Loan Borrower or the Depositor.


 


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


 






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“Agreement”:
This Trust and Servicing Agreement (including all exhibits hereto) and all amendments and supplements hereto.


 


“Allocated
Loan Amount”: As defined in the Mortgage Loan Agreement.


 


“Applicable
Laws”: As defined in Section 8.2(d).


 


“Applicable
Servicing Criteria”: With respect to the Servicer, the Special Servicer or any Servicing Function Participant, the Servicing
Criteria applicable to it, as set forth on Exhibit L attached hereto. For clarification purposes, multiple parties
can have responsibility for the same Applicable Servicing Criteria and with respect to a Servicing Function Participant engaged
by the Servicer or the Special Servicer, the term “Applicable Servicing Criteria” may refer to a portion of
the Applicable Servicing Criteria applicable to the Servicer or the Special Servicer, as the case may be.


 


“Applied
Realized Loss Amount”: All amounts applied to reduce the Certificate Balance of a Class of Certificates in respect of
Realized Losses pursuant to Section 4.1(g).


 


“Appraisal”:
With respect to the Property or any Foreclosed Property, an appraisal of the Property or Foreclosed Property, conducted by an
Independent Appraiser in accordance with the standards of the Appraisal Institute and certified by such Independent Appraiser
as having been prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute
with an “MAI” designation and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation,
as well as the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended; provided that after an
initial “Appraisal” has been obtained pursuant to the terms of this Agreement, an update of such initial Appraisal
shall be considered an “Appraisal” hereunder for all purposes. All Appraisals (and updates thereof) obtained pursuant
to the terms of this Agreement shall include a valuation using the “income capitalization – discounted cash flow
approach” and set forth the discount rate and terminal capitalization rate utilized by the Appraiser. All calculations under
this Agreement requiring that a “value” or “appraised value” be used with respect to the Property or any
Foreclosed Property shall use the most recently determined appraised value set forth in an Appraisal (or update thereof) unless
a different valuation is specifically required (such as the appraised value of the Property at origination). With respect to any
Appraisal Reduction Amount calculated for purposes of determining an Appraisal Reduction Event, the appraised value (as determined
by updated Appraisals) of the Property securing the Whole Loan will be determined on an “as-is” basis, based upon
the current physical condition, use and zoning of the Property as of the date of the Appraisal.


 


“Appraisal
Reduction Amount”: As to the Whole Loan and as of any date of determination, an amount equal to the excess of (i) the
outstanding principal balance of the Whole Loan on such date plus the sum of (A) all accrued and unpaid interest on the Whole
Loan at the Whole Loan Rate, (B) all unreimbursed Administrative Advances, Property Protection Advances and interest on all
Advances (including advances with respect to a Companion Loan made under an Other Pooling and Servicing Agreement) at the Advance
Rate in respect of the Whole Loan or the Property, (C) the amount of any Advances (including advances with respect to a Companion
Loan made under an Other Pooling and Servicing Agreement) and interest on


 






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such
Advances previously reimbursed from principal collections on the Whole Loan that have not otherwise been recovered from the Mortgage
Loan Borrower, (D) all currently due and unpaid real estate taxes and assessments and insurance premiums and all other amounts
due and unpaid in respect of the Property (which taxes, premiums and other amounts have not been the subject of an Advance) and
(E) to the extent not duplicative of amounts in clauses (B), (C) or (D), all unpaid Trust Fund Expenses then due under
the Mortgage Loan Agreement over (ii) the sum of (A)(x) 90% of the appraised value (as determined by an updated appraisal
of the Property that was performed within 9 months prior to the Appraisal Reduction Event if the Special Servicer is not aware
of any material change in the market or condition or value of such Property since the date of such appraisal, in which case such
appraisal may be used) of the Property or (y) if the events described in clauses (i) through (iii) in Section 3.7(e)
occur with respect to the Property, the Assumed Appraised Value of the Property, in each case, less the amount of any liens
(exclusive of Permitted Encumbrances) on the Property senior to the lien of the Mortgage Loan Documents plus (B) any escrows
or reserve amounts with respect to the Whole Loan, including for taxes and insurance premiums.


 


The
Whole Loan shall be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts
with respect to the Whole Loan shall be allocated, first, to the B Notes, on a pro rata and pari passu basis, up to their
respective outstanding principal balance, and then to the Trust A Notes and the Companion Loan Notes on a pro rata and
pari passu basis (based on their relative outstanding principal balances).


 


“Appraisal
Reduction Event”: With respect to the Whole Loan, the earliest of (i) 60 days after an uncured payment delinquency
(other than a delinquency in respect of the Balloon Payment) occurs in respect of the Whole Loan, (ii) 90 days after
an uncured delinquency occurs in respect of the Balloon Payment for the Whole Loan unless a refinancing is anticipated within
120 days after the Stated Maturity Date of the Whole Loan (as evidenced by a written refinancing commitment from an acceptable
lender and reasonably satisfactory in form and substance to the Servicer and, so long as no Control Termination Event is continuing,
the Controlling Class Representative, that provides that such refinancing shall occur within 120 days after the Stated Maturity
Date), in which case 120 days after such uncured delinquency, (iii) 60 days after a reduction in Monthly Payments,
(iv) 60 days after an extension of the Stated Maturity Date of the Whole Loan (except for an extension within the time
periods described in clause (ii) above), (v) immediately after a receiver has been appointed in respect of the Property
on behalf of the Trust or any other creditor, (vi) immediately after the Mortgage Loan Borrower declares, or becomes the
subject of, bankruptcy, insolvency or similar proceedings, admits in writing the inability to pay its debts as they come due or
makes an assignment for the benefit of creditors, or (vii) immediately after the Property becomes a Foreclosed Property.


 


“Asset
Status Report”: As defined in Section 3.10(h).


 


“Assignment
of Mortgage”: An assignment of the Mortgage without recourse, notice of transfer or equivalent instrument, in recordable
form, which is sufficient under the laws of the jurisdiction in which the Property is located to reflect of record the assignment
of the Mortgage to the Trustee on behalf of the Trust Fund; provided, however, that the Trustee, the Certificate
Administrator, the Servicer and the Special Servicer shall not be responsible for determining whether any such assignment is legally
sufficient or in recordable form.


 






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“Assumed
Appraised Value”: As defined in Section 3.7(e).


 


“Assumed
Mortgage Loan Payment Date”: With respect to the Trust Loan for any calendar month following a delinquency in the payment
of the Balloon Payment or the foreclosure of the Whole Loan or acceptance by the Special Servicer on behalf of the Trust Fund
and the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable conversion of the Whole Loan, the date that would
have been the Mortgage Loan Payment Date in such calendar month if the Stated Maturity Date or the foreclosure of the Whole Loan
or acceptance by the Special Servicer on behalf of the Trust Fund and the Companion Loan Holders of a deed-in-lieu of foreclosure
or comparable conversion of the Whole Loan had not occurred.


 


“Assumed
Monthly Payment”: With respect to any Distribution Date (following the Stated Maturity Date or the foreclosure of the
Whole Loan or acceptance by the Special Servicer on behalf of the Trust Fund and the Companion Loan Holders of a deed-in-lieu
of foreclosure), the scheduled monthly payment of interest that would have been due in respect of the Trust Loan on its Stated
Maturity Date and each subsequent Mortgage Loan Payment Date (or Assumed Mortgage Loan Payment Date) if the Trust Loan had been
required to continue to accrue interest in accordance with its terms in effect immediately prior to, and without regard to the
occurrence of the Stated Maturity Date (or after the occurrence of a foreclosure, in whole or in part, of the Whole Loan or acceptance
by the Special Servicer on behalf of the Trust Fund and the Companion Loan of a deed-in-lieu of foreclosure or comparable conversion
of the Whole Loan or a portion of the Whole Loan, in respect of the Whole Loan on the last Mortgage Loan Payment Date (or Assumed
Mortgage Loan Payment Date) prior to its foreclosure or acceptance of a deed-in-lieu of foreclosure), in each case as such terms
and amortization schedule may have been modified, and such Stated Maturity Date may have been extended, in connection with a bankruptcy
or similar proceeding involving the parties under the Whole Loan or a modification, waiver or amendment granted or agreed to by
the Servicer or Special Servicer.


 


“Authenticating
Agent”: As defined in Section 8.11(a).


 


“Available
Funds”: On each Distribution Date shall be equal to (i)(x) all amounts (other than Yield Maintenance Premiums) received
in respect of principal and interest on the Trust Loan during the related Collection Period or advanced in respect of interest
with respect to such Distribution Date (including, without limitation, any Repurchase Price (or any Sponsor Percentage Interest
of the Repurchase Price), Net Liquidation Proceeds, the Mezzanine Option Price, Condemnation Proceeds (to the extent not needed
for repair or restoration of the affected portion of the Property) and Insurance Proceeds received by the Trust) excluding payments
received that are due on a subsequent Mortgage Loan Payment Date and reduced by (y) the Available Funds Reduction Amount
(other than amounts payable to the Companion Loan Holders), plus, (ii) (x) if such Distribution Date is the Distribution Date
occurring in March of each year (or February, if such Distribution Date is the final Distribution Date), Withheld Amounts to be
withdrawn from the Interest Reserve Account for such Distribution Date, and reduced by (y) an amount equal to the applicable Withheld
Amount in the case of the February Distribution Date and any January Distribution Date occurring in a year that is not a leap
year (unless, in either case, such Distribution Date is the final Distribution Date) Available Funds will not include any amounts
allocable to the Companion Loans under the Co-Lender Agreement.


 






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“Available
Funds Reduction Amount”: As of each Distribution Date, all amounts withdrawn on the related Remittance Date or during
the related Collection Period from the Collection Account pursuant to Section 3.4(c).


 


“B
Note”: As defined in the Introductory Statement.


 


“Balloon
Payment”: The payment of the outstanding principal balance of the Whole Loan, Trust Loan or a Companion Loan, as applicable,
together with all unpaid interest, due and payable on the Stated Maturity Date.


 


“Base
Interest Fraction”:  With respect to any principal prepayment of the Trust Loan and any Class of Sequential Pay
Certificates, a fraction (A) whose numerator is the greater of (x) zero and (y) the excess of (i) the Pass-Through Rate on such
Class of Sequential Pay Certificates over (ii) the Treasury Constant Yield as provided by the Servicer used in calculating the
Yield Maintenance Premiums, as applicable, with respect to such principal prepayment and (B) whose denominator is the excess of
(i) the Mortgage Loan Rate over (ii) the Treasury Constant Yield used in calculating the Yield Maintenance Premium, as applicable,
with respect to such principal prepayment; provided, however, that under no circumstances shall the Base Interest Fraction be
greater than one.  If the Treasury Constant Yield is greater than the Mortgage Loan Rate, then the Base Interest Fraction
shall equal zero.


 


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


 


“Benefit
Plan”: As defined in Section 5.3(m).


 


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


 


“Breach”:
As defined in Section 2.9(a).


 


“Business
Day”: Any day other than a Saturday, Sunday or any other day on which the following are not open for business: (a) national
banks in New York, New York,


 






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Charlotte,
North Carolina, Leawood, Kansas, or Oakland, California or (b) the office of the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Operating Advisor or the financial institution that maintains the Collection Account.


 


“Cash
Management Account”: As defined in the Mortgage Loan Agreement.


 


“Cash
Management Agreement”: As defined in the Mortgage Loan Agreement.


 


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


 


“Certificate”:
Any Class A, Class X-A, Class B, Class C, Class D, Class E, Class F, Class HRR or Class R Certificate.


 


“Certificate
Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate administrator, or if any successor
certificate administrator is appointed as herein provided, such certificate administrator.


 


“Certificate
Administrator Fee”: With respect to the Trust Loan and for any Distribution Date, an amount accrued during the related
Certificate Interest Accrual Period at the Certificate Administrator Fee Rate on the outstanding principal balance of the Trust
Loan as of the close of business on the Distribution Date in such Certificate 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 principal and
interest payment due or deemed due on the Trust Loan is computed and shall be prorated for partial periods. A portion of the Certificate
Administrator Fee, shall be payable to the Trustee as the Trustee Fee. For the avoidance of doubt, the Certificate Administrator
Fee shall be deemed to be payable from the Lower-Tier REMIC.


 


“Certificate
Administrator Fee Rate”: 0.0040% per annum.


 


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


 


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


 


“Certificate
Balance”: With respect to any outstanding Class of Sequential Pay Certificates at any date, an amount equal to the aggregate
Certificate Balance of such Class as set forth in Section 5.1(a) less the sum of (a) all amounts distributed
to Holders of Certificates of such Class on all previous Distribution Dates and treated under this Agreement as allocable to principal
and (b) the aggregate amount of Realized Losses allocated to such Class of Certificates, if any, pursuant to Section 4.1(g)
on all previous Distribution Dates. With respect to any individual Certificate in any such Class, the product of (x) the
Percentage Interest represented by such Certificate multiplied by (y) the Certificate Balance of such Class.


 






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“Certificate
Register” and “Certificate Registrar”: The register maintained and the registrar appointed pursuant
to Section 5.3(a).


 


“Certificateholder”
or “Holder”: With respect to any Certificate, the Person in whose name a Certificate is registered in the Certificate
Register; provided, however, that solely for the purposes of providing, distributing or otherwise making available
any reports, statements or other information required or permitted to be provided or distributed or made available to a Certificateholder
under this Agreement, a Certificateholder shall include any Beneficial Owner to the extent that the Person providing, distributing
or making available such reports, statements or other information has received from such Beneficial Owner information and a written
certification reasonably acceptable to such Person regarding its name, and address and beneficial ownership of a Certificate;
and provided further that, solely for the purposes of giving any consent or taking of any action pursuant to this Agreement
(except as set forth in the following sentence), any Certificate beneficially owned by the Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, any Borrower Related Party, or any of their subservicers or respective Affiliates shall
be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether
the requisite percentage of Voting Rights necessary to effect any such consent or take any such action has been obtained. For
purposes of obtaining the consent of Certificateholders to an amendment of this Agreement, any Certificate beneficially owned
by the Certificate Administrator, the Trustee, the Servicer, the Special Servicer or any Affiliates thereof shall be deemed to
be outstanding, provided that if such amendment relates to the termination, increase in compensation or material reduction
of obligations of the Certificate Administrator, the Trustee, the Servicer or the Special Servicer, as applicable, or benefit
the Certificate Administrator, the Trustee, the Servicer or the Special Servicer, as applicable in its capacity as such or any
of its affiliates (other than solely in its capacity as a Certificateholder) in any material respect, then such Certificate will
be deemed not to be outstanding; provided, however, that if an Affiliate of the Certificate Administrator, the Trustee,
the Servicer or the Special Servicer has provided an Investor Certification in which it has certified as to the existence of an
Affiliate Ethical Wall between it and the Trustee, the Certificate Administrator, the Servicer or the Special Servicer (other
than any replacement of the Special Servicer by the Controlling Class Representative under this Agreement), as applicable, then
any Certificates beneficially owned by such Affiliate will be deemed to be outstanding. The Certificate Administrator and the
Certificate Registrar may obtain and conclusively rely upon an Officer’s Certificate of the Trustee, the Servicer, the Special
Servicer, any Borrower Related Party or any sub-servicer to determine whether a Certificate is beneficially owned by an Affiliate
of any of them. Notwithstanding the foregoing, the restrictions above shall not apply (i) to the exercise of the rights of the
Servicer, the Special Servicer or an Affiliate of the Servicer or the Special Servicer, if any, as a member of the Controlling
Class (but not if it is a Borrower Related Party) or (ii) to any Affiliate of the Depositor, the 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 Servicer, the Special
Servicer, the Trustee or the Certificate Administrator, as applicable.


 


“Certificateholder
Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer (other
than at the recommendation of the Operating Advisor), the holders of Sequential Pay Certificates evidencing at least 66 2/3% of
the


 






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aggregate
Voting Rights (taking into account application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance
of the Certificates) of all Sequential Pay Certificates.


 


“Class”:
With respect to the Certificates, all of the Certificates bearing the same alphabetical designation, and each Uncertificated Lower-Tier
Interest.


 


“Class A
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-1 hereto and designated as a Class A Certificate.


 


“Class A
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class B
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-4 hereto and designated as a Class B Certificate.


 


“Class B
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class C
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-5 hereto and designated as a Class C Certificate.


 


“Class C
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class D
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-6 hereto and designated as a Class D Certificate.


 


“Class D
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class E
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-7 hereto and designated as a Class E Certificate.


 


“Class E
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class F
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-8 hereto and designated as a Class F Certificate.


 


“Class F
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 






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“Class
HRR Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form
set forth in Exhibit A-9 hereto and designated as a Class HRR Certificate.


 


“Class
HRR Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class LA
Uncertificated Interest”: A 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 Lower-Tier section of
the Introductory Statement.


 


“Class LB
Uncertificated Interest”: A 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 Lower-Tier section of
the Introductory Statement.


 


“Class LC
Uncertificated Interest”: A 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 Lower-Tier section of
the Introductory Statement.


 


“Class LD
Uncertificated Interest”: A 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 Lower-Tier section of
the Introductory Statement.


 


“Class LE
Uncertificated Interest”: A 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 Lower-Tier section of
the Introductory Statement.


 


“Class LF
Uncertificated Interest”: A 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 Lower-Tier section of
the Introductory Statement.


 


“Class LHRR
Uncertificated Interest”: A 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 Lower-Tier section of
the Introductory Statement.


 


“Class
LT-R Interest”: The residual interest in the Lower-Tier REMIC. The Class LT-R Interest will be represented by the Class R
Certificates.


 






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“Class R
Certificate”: A Certificate executed and authenticated by the Certificate Administrator, in substantially the form set
forth in Exhibit A-10 hereto and designated as a Class R Certificate, which shall only be issued as Definitive Certificates.
The Class R Certificates will not have a Certificate Balance, Notional Amount or a Pass-Through Rate. The Class R Certificates
will evidence the Class LT-R and Class UT-R Interests.


 


“Class
UT-R Interest”: The residual interest in the Upper-Tier REMIC. The Class UT-R Interest will be represented by the Class R
Certificates.


 


“Class
X Certificates”: The Class X-A Certificates.


 


“Class
X-A Certificate”: A Certificate executed and authenticated by the Certificate Administrator, in substantially the form
set forth in Exhibit A-2 and designated as a Class X-A Certificate.


 


“Class
X-A Notional Amount”: An amount equal to Certificate Balance of the Class A Certificates.


 


“Class
X-A Pass-Through Rate”: A variable rate that for each Distribution Date shall be equal to the Class X Strip Rate for
the Class A Certificates for such Distribution Date.


 


“Class
X Strip Rate”: For the Class A Certificates for any Distribution Date shall equal the excess, if any, of (i) the Net
Mortgage Loan Rate for such Distribution Date over (ii) the Pass-Through Rate for such Class of Certificates.


 


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


 


“Clearstream”:
As defined in Section 5.2(a).


 


“Closing
Date”: November 10, 2017.


 


“Code”:
The Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto,
and applicable U.S. Department of the Treasury regulations issued pursuant thereto in temporary or final form and any proposed
regulations thereunder, to the extent that, by reason of their proposed effective date, such proposed regulations would apply
to the Trust Fund.


 


“Collateral”:
The Property securing the Whole Loan, the Reserve Accounts (and all sums held, deposited or invested therein and all proceeds
thereof) with respect to the Whole Loan and all other collateral which is subject to security interests and liens granted to secure
the Whole Loan.


 


“Collateral
Security Documents”: Any document or instrument given to secure or guaranty the Whole Loan, including without limitation,
the Mortgage, each as amended, supplemented, assigned, extended or otherwise modified from time to time.


 






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“Collection
Account”: As defined in Section 3.4(a).


 


“Collection
Period”: With respect to any Distribution Date, the period commencing immediately following the Determination Date in
the calendar month preceding the calendar month in which such Distribution Date occurs and ending on and including the Determination
Date in the calendar month in which such Distribution Date occurs; provided, that the first Collection Period will commence
immediately following the Cut-off Date and end on and include the Determination Date in December 2017.


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion
Loans”: As defined in the Introductory Statement.


 


“Companion
Loan Notes”:  As defined in the Introductory Statement.


 


“Companion
Loan Advance”: With respect to a Companion Loan that is part of an Other Securitization Trust, any advance of delinquent
scheduled payments with respect to such Companion Loan made by the master servicer or trustee with respect to such Other Securitization
Trust.


 


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


 


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


 


“Companion
Loan Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Companion
Loan as to which any Companion Loan Securities exist, 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 Companion Loan Securities
(if then rated by such Companion Loan Rating Agency); provided that upon receipt of a written waiver or other acknowledgment from
a Companion Loan Rating Agency indicating its decision not to review or declining to review the matter for which the Companion
Loan Rating Agency Confirmation is sought (such written notice, a “Companion Loan Rating Agency Declination”),
or as otherwise provided in Section 3.26 of this Agreement, the requirement for the Companion Loan Rating Agency Confirmation
from the Companion Loan Rating Agency with respect to such matter shall not apply.


 


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


 


“Condemnation”:
As defined in the Mortgage Loan Agreement.


 


“Condemnation
Proceeds”: The portion of the Loss Proceeds relating to a Condemnation other than amounts to be applied to the restoration,
preservation or repair of the


 



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Property
or to be released to the Mortgage Loan Borrower each in accordance with the terms of the Mortgage Loan Agreement, or if not required
to be so applied or so released under the terms of the Mortgage Loan Agreement, Accepted Servicing Practices.


 


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


 


“Consultation
Termination Event”: The event that will exist at any time that (i) the Class HRR Certificates have an outstanding
Certificate Balance (without regard to the application of any Appraisal Reduction Amounts allocable to such Class in accordance
with Section 3.7(a)) that is 25% or less of the initial Certificate Balance of such Class of Certificates, (ii) a Consultation
Termination Event is deemed to occur pursuant to Section 6.5(c) of this Agreement or (iii) the Controlling Class Representative
or a majority of the Controlling Class Certificateholders (by Certificate Balance) is a Borrower Related Party.


 


“Control
Termination Event”: The event that will exist at any time that (i) the Class HRR Certificates have an outstanding Certificate
Balance (as notionally reduced by any Appraisal Reduction Amounts allocable to such Class in accordance with Section 3.7(a)
of this Agreement) that is 25% or less of the initial Certificate Balance of such Class of Certificates, (ii) a Control Termination
Event is deemed to occur pursuant to Section 6.5(c) of this Agreement or (iii) the Controlling Class Representative
or a majority of the Controlling Class Certificateholders (by Certificate Balance) is a Borrower Related Party.


 


“Controlling
Class”: The Class HRR Certificates. No other Class of Certificates will be eligible to act as the Controlling Class
or appoint a Controlling Class Representative.


 


“Controlling
Persons”: As defined in Section 6.3(a).


 


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


 


“Controlling
Class Representative”: The Controlling Class Certificateholder (or other representative) selected by more than 50% of
the Controlling Class Certificateholders by Certificate Balance, as identified by notice to the Certificate Registrar by the applicable
Controlling Class Certificateholders from time to time, with notice of such selection delivered to the Special Servicer, the Servicer,
the Operating Advisor, the Trustee and the Certificate Administrator; provided that (i) absent such selection, or (ii)
until a Controlling Class Representative is so selected, or (iii) upon receipt of notice from a majority of the Controlling


 



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Class
Certificateholders, by Certificate Balance, that a Controlling Class Representative is no longer so designated, the Controlling
Class Representative shall be the Controlling Class Certificateholder that owns Certificates representing the largest aggregate
Certificate Balance of the Controlling Class as identified to the Certificate Administrator pursuant to the procedures set forth
in this Agreement.


 


The
initial Controlling Class Representative on the Closing Date shall be Core Credit Partners A LLC, a Delaware limited liability
company. The Certificate Registrar and the other parties to this Agreement shall be entitled to assume that Core Credit Partners
A LLC (or any successor Controlling Class Representative selected by Core Credit Partners A LLC) is the Controlling Class Representative,
the Holder (or Beneficial Owner) of a majority of the Class HRR Certificates, until the Certificate Registrar receives (a)
written notice of a replacement Controlling Class Representative, (b) written notice that Core Credit Partners A LLC is no longer
the Holder (or Beneficial Owner) of a majority of the Class HRR Certificates due to a transfer of those Certificates (or beneficial
ownership interest in those Certificates) or (c) written notice that such Person is a Borrower Related Party.


 


“Corporate
Trust Office”: The corporate trust office of the Trustee or the Certificate Administrator, as applicable, at which
at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement
is located at (i) in the case of the Trustee, 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee WWPT
2017-WWP, (ii) in the case of the Certificate Administrator, 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:
Corporate Trust Services, or for certificate transfer services, 600 South 4th Street, 7th Floor, MAC N9300-070,
Minneapolis, Minnesota 55479, Attention: CTS Certificate Transfers – GSMC 2017-WWP, or (iii) at such other address
as the Trustee or the Certificate Administrator may designate from time to time by notice to the Certificateholders, the Depositor,
the Servicer and the Special Servicer.


 


“Credit
Risk Retention Compliance Agreement”: As defined in Section 3.29(a).


 


“Credit
Risk Retention Rules”: The Credit Risk Retention regulations, 79 Fed. Reg. 77601, pages 77740-77766 (Dec. 24, 2014),
jointly promulgated by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the
Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Securities and Exchange Commission, and the Department
of Housing and Urban Development (the “Agencies”) to implement the credit risk retention requirements under
Section 15G of the Securities Exchange Act of 1934 (as added by Section 941 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act), as such regulations may be amended from time to time by such Agencies, and subject to such clarification and
interpretation as have been provided by such Agencies, whether in the adopting release, or as may be provided by any such Agency
or its staff from time to time, in each case, as effective from time to time as of the applicable compliance date specified therein.


 


“CREFC®”:
CRE Finance Council, formerly known as Commercial Mortgage Securities Association, or any successor thereto.


 






    -18-


     


    

 


“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 and, insofar as
it requires the presentation of information in addition to that called for by the form of the “Advance Recovery Report”
available as of the Closing Date on the CREFC® Website, is reasonably acceptable to the Servicer.


 


“CREFC®
Appraisal Reduction Template”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Appraisal Reduction Template” available 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 approved by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Bond Level File”: The monthly report substantially in the form of, and containing the information called for in,
the downloadable form of the “Bond Level File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Certificate Administrator.


 


“CREFC®
Collateral Summary File”: The report substantially in the form of, and containing the information called for in,
the downloadable form of the “Collateral Summary File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Certificate Administrator.


 


“CREFC®
Comparative Financial Status Report”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Comparative Financial Status Report” available as of the Closing Date on the
CREFC® Website, or such other form for the presentation of such information as may from time to time be recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer
and the Special Servicer.


 


“CREFC®
Delinquent Loan Status Report”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Delinquent Loan Status Report” available as of the Closing Date on the CREFC®
Website, or 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 and is reasonably
acceptable to the Servicer and the Special Servicer.


 


“CREFC®
Financial File”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Financial File” available as of the Closing Date on the CREFC® Website, or such other
form for the presentation of such


 






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information
and containing such additional information as may from time to time be recommended by the CREFC® for commercial
mortgage securities transactions generally and is reasonably acceptable to the Servicer.


 


“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 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 and is reasonably acceptable to the Servicer.


 


“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 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 and is reasonably acceptable to the Servicer.


 


“CREFC®
Historical Loan Modification, Forbearance and Corrected Loan Report”: A report substantially in the form of, and
containing the information called for in, the downloadable form of the “Historical Loan Modification, Forbearance and Corrected
Loan 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 recommended by the CREFC®
for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer.


 


“CREFC®
Intellectual Property Royalty License Fee”: A fee payable monthly to the CREFC® pursuant to Section 3.4(c)
which will accrue at the CREFC® Intellectual Property Royalty License Fee Rate, computed on the basis of the
same principal amount, in the same manner, and for the same Mortgage Loan Interest Accrual Period respecting which any related
interest payment on the Trust Loan is computed, and will be prorated for partial periods.


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to the Trust Loan, 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 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 and is reasonably acceptable to the Servicer.


 


“CREFC®
Loan Level Reserve LOC Report”: The monthly report substantially in the form of, and containing the information
called for in, the downloadable form of the “Loan Level Reserve LOC Report” available as of the Closing Date on the
CREFC® Website, or such


 






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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 and is reasonably acceptable to the Servicer.


 


“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 and is reasonably
acceptable to the Servicer and the Special Servicer.


 


“CREFC®
Loan Periodic Update File”: The monthly report substantially in the form of, and containing the information called
for in, the downloadable form of the “Loan Periodic Update File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer, the Special Servicer and the Certificate Administrator.


 


“CREFC®
Loan Setup File”: The report substantially in the form of, and containing the information called for in, the downloadable
form of the “Loan Setup File” 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 recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer,
the Special Servicer and the Certificate Administrator.


 


“CREFC®
NOI Adjustment Worksheet”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “NOI Adjustment Worksheet” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is acceptable
to the Servicer or the Special Servicer, as applicable, and in any event, shall present the computations made in accordance with
the methodology described in such form to “normalize” the full year net operating income and debt service coverage
numbers used in the other reports required by this Agreement.


 


“CREFC®
Operating Statement Analysis Report”: A report prepared with respect to the Property substantially in the form
of, and containing the information called for in, the downloadable form of the “Operating Statement Analysis 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 recommended by the CREFC® for commercial
mortgage securities transactions generally and is reasonably acceptable to the Servicer.


 


“CREFC®
Property File”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Property File” available as of the Closing Date on the CREFC® Website, or such other form
for the presentation of such


 






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information
and containing such additional information as may from time to time be recommended by the CREFC® for commercial
mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer.


 


“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®
Reports”: Collectively refers to the following files and reports as may be amended, updated or supplemented from
time to time as part of the CREFC® Investor Reporting Package (IRP):


 


(i)               the
following 7 electronic files (and any other files as may become adopted and promulgated by CREFC® as part of the
CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Bond Level File, (ii) CREFC®
Collateral Summary File, (iii) CREFC® Property File, (iv) CREFC® Loan Periodic Update
File, (v) CREFC® Loan Setup File, (vi) CREFC® Financial File, and (vii) CREFC®
Special Servicer Loan File; and


 


(ii)              the
following 18 supplemental reports (and any other reports as may become adopted and promulgated by CREFC® as part
of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Comparative Financial
Status Report, (ii) CREFC® Delinquent Loan Status Report, (iii) CREFC® Historical Loan
Modification and Corrected Loan Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC®
NOI Adjustment Worksheet, (vi) CREFC® REO Status Report, (vii) CREFC® Servicer Watch
List, (viii) CREFC® Loan Level Reserve – LOC Report, (ix) CREFC® Advance Recovery Report,
(x) CREFC® Total Loan Report, (xi) CREFC® Appraisal Reduction Template, (xii) CREFC®
Servicer Realized Loss Template, (xiii) CREFC® Reconciliation of Funds Template, (xiv) CREFC® Historical
Bond/Collateral Realized Loss Reconciliation Template, (xv) CREFC® Historical Liquidation Loss Template, (xvi)
CREFC® Interest Shortfall Reconciliation Template, (xvii) CREFC® Loan Liquidation Report, and (xviii)
CREFC® Loan Modification Report, as such reports may be amended, updated or supplemented from time to time.


 


“CREFC®
REO Status Report”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “REO Status 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 recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer.


 


“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.


 






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“CREFC®
Servicer Watch List”: For any Determination Date, a report substantially in the form of, and containing the information
called for in, the downloadable form of the “Servicer Watch List” available as of the Closing Date on the CREFC®
Website, or in such other final form for the presentation of such information and containing such additional information
as may from time to time be promulgated as recommended by the CREFC® for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in addition to that called for by the form of the “Servicer
Watch List” available as of the Closing Date on the CREFC® Website, is reasonably acceptable to the Servicer.


 


“CREFC®
Special Servicer Loan File”: The monthly report substantially in the form of, and containing the information called
for in, the downloadable form of the “Special Servicer Loan File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer and the Special Servicer.


 


“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 Servicer.


 


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


 


“Current
Interest Distribution Amount”: With respect to any Distribution Date, (x) for any Class of Regular Certificates, the
interest accruing during the related applicable Interest Accrual Period at the applicable Pass-Through Rate for such Distribution
Date on the outstanding Certificate Balance (or Notional Amount) of such Class as of the prior Distribution Date (after giving
effect to distributions of principal and allocations of Realized Losses on such prior Distribution Date) and (y) any Uncertificated
Lower-Tier Interest, interest accruing during the applicable Certificate Interest Accrual Period at the applicable Pass-Through
Rate for such Certificate Interest Accrual Period on the then outstanding Lower-Tier Principal Amount of such Class as of the
prior Distribution Date (after giving effect to distributions of principal and allocations of Realized Losses on such prior Distribution
Date).


 


“Custodian”:
Wells Fargo Bank, National Association, in its capacity as custodian, or if any successor custodian is appointed as herein provided,
such custodian.


 


“Cut-off
Date”: November 6, 2017.


 


“Default
Interest”: The amount by which interest accrued on the Notes at their Default Rate exceeds the amount of interest that
would have accrued on the Notes at their Note Rate.


 


“Default
Rate”: As defined in the Mortgage Loan Agreement.


 






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“Defaulted
Mortgage Loan”: The Whole Loan (i) if it is delinquent at least 60 days in respect of its scheduled monthly payments
or delinquent in respect of its balloon payment, if any, in either case such delinquency to be determined without giving effect
to any grace period permitted by the related Mortgage Loan Documents and without regard to any acceleration of payments under
the Mortgage Loan Documents or (ii) as to which the Servicer or Special Servicer has, by written notice to the Mortgage Loan Borrower,
accelerated the maturity of the indebtedness evidenced by the Notes.


 


“Defect”:
As defined in Section 2.9(a).


 


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


 


“Delivery
Date”: As defined in Section 2.1(b).


 


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


 


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


 


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


 


“Determination
Date”: The sixth (6th) day of each calendar month in which each Distribution Date occurs, commencing in December
2017 or, if such 6th day is not a Business Day, the immediately succeeding Business Day.


 


“Directly
Operate”: With respect to any Foreclosed 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 Foreclosed Property, the holding of
such Foreclosed Property primarily for sale to customers, the use of such Foreclosed Property in a trade or business conducted
by the Trust Fund or the performance of any construction work on the Foreclosed Property, other than through an Independent Contractor;
provided, however, that Foreclosed 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 Foreclosed Property or
takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


“Disclosable
Special Servicer Fees”: With respect to the Whole Loan or the Foreclosed Property, any (A) compensation and other
remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, and as a result of any other
fee-sharing arrangement received or retained by the Special Servicer or any of its Affiliates that is paid by any person (including,
without limitation, the Trust, the Mortgage Loan Borrower, any manager of the Property, any guarantor or indemnitor in respect
of the Whole Loan or any


 






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Foreclosed
Property and any purchaser of the Trust Loan, a Companion Loan or any Foreclosed Property)) in connection with the disposition,
workout or foreclosure of the Whole Loan, the management or disposition of any Foreclosed Property, and the performance by the
Special Servicer or any such Affiliate of any other special servicing duties under this Agreement other than (i) Permitted
Special Servicer/Affiliate Fees and (ii) any special servicing compensation to which the Special Servicer is entitled under
this Agreement in the form of late payment charges, Default Interest, assumption fees, Modification Fees, consent fees, loan service
transaction fees, beneficiary statement fees, assumption application fees or other income earned on deposits in the Foreclosed
Property Account to the extent not reported in the CREFC® Reports and (B) any fee-sharing arrangement with
any Certificateholder or other controlling interest with respect to any special servicing duties under this Agreement; provided that any compensation and other remuneration that the Servicer or Certificate Administrator is specifically permitted to receive
pursuant to the terms of this Agreement in connection with its respective capacity as a Servicer or Certificate Administrator
shall not be Disclosable Special Servicer Fees.


 


“Disqualified
Non-U.S. Person”: With respect to a Class R Certificate, any Non-U.S. Person or agent thereof other than (i) a
Non-U.S. Person that holds such Class R Certificate in connection with the conduct of a trade or business within the United
States and has furnished the transferor and the Certificate Administrator with an effective IRS Form W-8ECI or other prescribed
form or (ii) a Non-U.S. Person that has delivered to both the transferor and the Certificate Administrator an Opinion of
Counsel of a nationally recognized tax counsel to the effect that the transfer of such Class R Certificate to it is in accordance
with the requirements of the Code and the regulations promulgated thereunder and that such transfer of such Class R Certificate
will not be disregarded for federal income tax purposes under Treasury Regulations Section 1.860G-3.


 


“Disqualified
Organization”: Any of (a) the United States, a State, or any agency or instrumentality of any of the foregoing
(other than an instrumentality that is a corporation if all of its activities are subject to tax and, except for the FHLMC, a
majority of its board of directors is not selected by any such governmental unit), (b) a foreign government, International
Organization or agency or instrumentality of either of the foregoing, (c) an organization that is exempt from tax imposed
by chapter 1 of the Code (including the tax imposed by 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), (d) rural electric and telephone cooperatives described
in Section 1381(a)(2) of the Code or (e) any other Person so designated by the Certificate Administrator based upon
an Opinion of Counsel to the effect that any transfer of a Class R Certificate to such Person may cause either Trust REMIC
to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States,” “State”
and “International Organization” have the meanings set forth in Section 7701 of the Code or successor provisions.


 


“Distribution
Account”: The account established and maintained by the Certificate Administrator pursuant to Section 3.5.


 


“Distribution
Date”: The 4th Business Day after each Determination Date, commencing in December 2017.


 






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“Distribution
Date Statement”: As defined in Section 4.4(a).


 


“Due
Diligence Service Provider”: As defined in Section 3.21(b).


 


“Eligible
Account”: A separate and identifiable account from all other funds held by the holding institution that is either (a) an
account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the
definition of Eligible Institution, (b) a segregated trust account or accounts maintained with a federal or state chartered
depository institution or trust company acting in its fiduciary capacity the long-term unsecured debt obligations of which are
rated at least “BBB” by S&P, which, in the case of a state chartered depository institution or trust company,
is subject to regulations substantially similar to 12 C.F.R. §9.10(b), having in either case a combined capital and surplus
of at least $50,000,000.00 and subject to supervision or examination by federal or state authority, as applicable, (c) 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 (a) and (b) 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 and Morningstar,
or (d) such other account or accounts not listed in clauses (a) and (b) above with respect to which a Rating Agency Confirmation
has been obtained from each Rating Agency. Eligible Accounts may bear interest. An Eligible Account will not be evidenced by a
certificate of deposit, passbook or other instrument..


 


“Eligible
Institution”: (a) A depository institution or trust company insured by the Federal Deposit Insurance Corporation, the
short term unsecured debt obligations or commercial paper of which are rated at least “A-2” by S&P and the long-term
unsecured debt obligations of which are rated at least “BBB” by S&P or (b) Wells Fargo Bank, National Association
or SunTrust Bank; provided that the ratings by the Rating Agencies for the short-term unsecured debt obligations or commercial
paper and long term unsecured debt obligations do not decrease below the ratings set forth in clause (a) above.


 


“Eligible
Operating Advisor”: An institution (a) that is a special servicer or operating advisor on a commercial mortgage-backed
securities transaction rated by the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has
not been special servicer or operating advisor on a transaction for which any Rating Agency has qualified, downgraded or withdrawn
its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special
servicer or operating advisor, as applicable, 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 2.8, 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 Trust;
(c) that is not (and is not Risk Retention Affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Sponsors, any Borrower Related Party, the Third Party Purchaser, the Controlling Class Representative,
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


 






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advising
clients in commercial mortgage-backed securities matters and has 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 Loan 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.


 


“Environmental
Indemnity”: As defined in the Mortgage Loan Agreement.


 


“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.


 


“ERISA
Plan”: As defined in Section 5.3(o).


 


“Euroclear”:
As defined in Section 5.2(a).


 


“Excess
Servicing Fee Rate”: With respect to the Whole Loan (and any Foreclosed Property, if applicable), a rate per annum equal
to 0%; provided that such rate shall be subject to reduction at any time following any resignation of a Servicer pursuant
to Section 6.6 of this Agreement (if no successor is appointed in accordance with Section 6.6 of this Agreement)
or any termination of the Servicer pursuant to Section 7.1 of this Agreement, to the extent reasonably necessary (in the
sole discretion of the Trustee) for the Trustee to appoint a qualified successor Servicer (which successor may include the Trustee)
that meets the requirements of Section 7.2 of this Agreement.


 


“Excess
Servicing Fee Right”: With respect to the Whole Loan (and any successor Foreclosed Property, if applicable), the right
to receive Excess Servicing Fees. In the absence of any transfer of the Excess Servicing Fee Right, the Servicer shall be the
owner of such Excess Servicing Fee Right.


 


“Excess
Servicing Fees”: With respect to the Whole Loan (and any successor Foreclosed Property, if applicable), that portion
of the Servicing Fee that accrues at a per annum rate equal to the Excess Servicing Fee Rate.


 


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


 


“Federal
Funds Rate”: For any day, the rate per annum equal to the weighted average of the rates on overnight federal
funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the
Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business
Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published
on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/1000


 






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of
1%) charged to the Mortgage Loan Lender on such day on such transactions as determined by the Mortgage Loan Lender.


 


“FHLMC”:
The Federal Home Loan Mortgage Corporation and its successors in interest.


 


“Final
Asset Status Report”: An Asset Status Report that is labeled as being a “Final Asset Status Report” and
that is in the process of being implemented by the Special Servicer in accordance with the terms of this Agreement (as determined
by the Special Servicer), together with such other data or supporting information provided by the Special Servicer to the Controlling
Class Representative which does not include any communication (other than the related Asset Status Report) between the Special
Servicer and Controlling Class Representative; provided that, so long as a Control Termination Event has not occurred and
is not continuing, no Asset Status Report will be considered to be a Final Asset Status Report unless the Controlling Class Representative
has either finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all
of its rights of approval or consent or has been deemed to have approved or consented to such action or the Asset Status Report
is otherwise in the process of being implemented by the Special Servicer in accordance with the terms of this Agreement. With
respect to the determination of whether an Asset Status Report is a Final Asset Status Report, the Operating Advisor is entitled
to rely solely on the determination of the Special Servicer.


 


“Financial
Market Publisher”: As defined in Section 3.21(b).


 


“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 designated by
the Depositor, notice of which designation shall be given to the Certificate Administrator, the Trustee, the Servicer 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.


 


“FNMA”:
The Federal National Mortgage Association and its successors in interest.


 


“Foreclosed
Property”: Any portion of the Property, title to which has been acquired by the Special Servicer or an Affiliate on
behalf of the Trust and the Companion Loan Holders through foreclosure, deed-in-lieu of foreclosure or otherwise in the name of
the Trustee or its nominee.


 


“Foreclosed
Property Account”: As defined in Section 3.6.


 


“Foreclosure”:
Any foreclosure, the taking of a deed-in-lieu of foreclosure, or the completion of any judicial or non-judicial foreclosure or
termination, cancellation or rescission of any such foreclosure of the Mortgage.


 


“Foreclosure
Proceeds”: Proceeds, net of any related expenses of the Servicer, Special Servicer, the Certificate Administrator and/or
the Trustee, received in respect of any


 






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Foreclosed
Property (including, without limitation, proceeds from the operation or rental of such Foreclosed Property) prior to the final
liquidation of such Foreclosed Property.


 


“Form
ABS Due Diligence-15E”: The form certification of a Due Diligence Service Provider prescribed by Section 15E(s)(4)(B)
of the Exchange Act and Rule 17g-10 thereunder.


 


“Global
Certificates”: As defined in Section 5.2(b).


 


“Guarantor”:
As defined in the Mortgage Loan Agreement.


 


“Guaranty”:
The “Limited Recourse Guaranty” as defined in the Mortgage Loan Agreement.


 


“Impermissible
Operating Advisor Affiliate” : As defined in Section 2.11.


 


“Impermissible
Risk Retention Affiliate”: As defined in Section 2.11.


 


“Impermissible
TPP Affiliate”: As defined in Section 2.11.


 


“Independent”:
When used with respect to any specified Person, such a Person who (i) does not have any direct financial interest or any
material indirect financial interest in the Depositor, the Mortgage Loan Borrowers, the Companion Loan Holders, the Guarantor,
the Certificate Administrator, the Trustee, the Controlling Class Representative, the Servicer, the Special Servicer or the Operating
Advisor or in any of their respective Affiliates and (ii) is not connected with the Depositor, the Mortgage Loan Borrowers,
the Companion Loan Holders, the Guarantor, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer or the
Operating Advisor or any of their respective Affiliates as an officer, employee, promoter, underwriter, trustee, partner, director
or person performing similar functions.


 


“Independent
Appraiser”: An Independent professional real estate appraiser who (i) is a member in good standing of the Appraisal
Institute, (ii) if the state in which the Property or Foreclosed Property is located certifies or licenses appraisers, is
certified or licensed in such state, and (iii) has a minimum of five (5) years’ experience in the appraisal of
comparable properties in the geographic area in which the Property is located.


 


“Independent
Contractor”: Either (i) any Person (other than the Special Servicer or Servicer) that would be an “independent
contractor” with respect to the Lower-Tier REMIC or the Upper-Tier REMIC within the meaning of Section 856(d)(3) of
the Code if such Trust REMIC were a real estate investment trust (except that the ownership test set forth in that Section of
the Code shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates
or 35% or more of the aggregate value of all Classes of Certificates or such other interest in the Certificates as is set forth
in an Opinion of Counsel, which shall, at no expense to the Trustee, the Certificate Administrator, the Special Servicer, the
Servicer, or the Trust Fund, be delivered to the Trustee, the Certificate Administrator, the Special Servicer or the Servicer
on behalf of the Trustee); provided that neither the Lower-Tier REMIC nor the Upper-Tier REMIC receives or derives any
income from such Person and the relationship between such Person and such Trust REMIC is at arm’s length, all within the
meaning of 


 






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Treasury
Regulations Section 1.856-4(b)(5), or (ii) any other Person (including the Special Servicer or the Servicer) if the
Trustee, the Certificate Administrator and Operating Advisor (or the Servicer or the Special Servicer on behalf of the Trustee)
has received an Opinion of Counsel which shall, at no expense to the Trustee, the Certificate Administrator, the Special Servicer,
the Servicer (unless the Special Servicer or the Servicer is providing the Opinion of Counsel with respect to itself), the Operating
Advisor or the Trust Fund, be to the effect that the taking of any action in respect of any Foreclosed 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 Foreclosed Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code), or cause
any income realized in respect of such Foreclosed Property to fail to qualify as Rents from Real Property.


 


“Initial
Purchasers”: Goldman Sachs & Co. LLC and Deutsche Bank Securities Inc., and their respective successors in interest.


 


“Inquiries”:
As defined in Section 4.5.


 


“Institutional
Accredited Investor”: An institution that is an “accredited investor” within the meaning of Rule 501(a) (1),
(2), (3) or (7) of Regulation D under the Securities Act and any entity in which all of the equity owners are “accredited
investors” within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act.


 


“Insurance
Proceeds”: (a) The portion of Loss Proceeds paid as a result of a Casualty (as defined in the Mortgage Loan Agreement)
other than amounts to be applied to the restoration, preservation or repair of the Property or to be released to the Mortgage
Loan Borrower each in accordance with the terms of the Mortgage Loan Agreement, or if not required to be so applied or so released
under the terms of the Mortgage Loan Agreement, Accepted Servicing Practices and (b) amounts paid by any insurer pursuant
to any insurance policy required to be maintained by the Servicer pursuant to Section 3.11, to the extent related
to this Agreement only.


 


“Intercreditor
Agreement”: The certain Intercreditor Agreement, dated as of July 13, 2017, between the Mortgage Loan Lender and the
Mezzanine Lender.


 


“Interest
Accrual Period”: (a) With respect to the Whole Loan for any Mortgage Loan Payment Date, the period from and including
the 6th day of the calendar month preceding the month in which such Mortgage Loan Payment Date occurs through and including the
5th day of the calendar month in which such Mortgage Loan Payment Date occurs and (b) with respect to the Certificates for any
Distribution Date, the calendar month preceding the calendar month in which such Distribution Date occurs.


 


“Interest
Distribution Amount”: With respect to any Distribution Date for any Class of Regular Certificates or Uncertificated
Lower-Tier Interests, the sum of the Current Interest Distribution Amount for such Distribution Date and such Class of Certificates
or Uncertificated Lower-Tier Interests plus the aggregate unpaid Interest Shortfalls in respect of prior Distribution Dates for
such Class of Certificates or Uncertificated Lower-Tier Interests.


 






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“Interest
Reserve Account”: As defined in Section 3.4(d).


 


“Interest
Shortfall”: With respect to any Distribution Date for any Class of Regular Certificates or Uncertificated Lower-Tier
Interests, the amount by which the Current Interest Distribution Amount for such Class of Certificates and Distribution Date exceeds
the portion actually paid in respect of such Class on such Distribution Date.


 


“Interested
Person”: The Depositor, the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, a
holder of 50% or more of the Controlling Class, the Controlling Class Representative, any Mortgage Loan Borrower, the Companion
Loan Holders, an Other Depositor, any trustee for an Other Securitization Trust, the Guarantor, the Property Manager, the Mezzanine
Lender, any independent contractor engaged by the Special Servicer, or any of their respective Affiliates.


 


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


 


“Investment
Account”: As defined in Section 3.8(a).


 


“Investment
Decisions”: Investment, trading, lending or other financial decisions, strategies or recommendations with respect to
Investments, whether on behalf of the Servicer, the Special Servicer or any of their respective Affiliates, as applicable, or
any Person on whose behalf the Servicer, the Special Servicer or any of their respective Affiliates has discretion in connection
with Investments.


 


“Investor
Certification”: A certification representing that such Person executing the certificate is a repurchasing Sponsor, a
Certificateholder, Companion Loan Holder, the Controlling Class Representative to the extent the Controlling Class Representative
is not a Certificateholder (and no Consultation Termination Event or Control Termination Event is in effect), a Beneficial Owner
or a prospective purchaser of a Certificate (or any investment advisor or manager of the foregoing) and that (i) for purposes
of obtaining certain information and notices pursuant to this Agreement (including access to information and notices on the Certificate
Administrator’s Website), (A) (1) such Person is not a Borrower Related Party (in which case such Person shall have access
to all the reports and information made available to Privileged Persons pursuant to this Agreement) or (2) such Person is a Borrower
Related Party (in which case such Person shall only be entitled to receive access to the Distribution Date Statements posted on
the Certificate Administrator’s Website) and (B) except in the case of a prospective purchaser of a Certificate, such Person
has received a copy of the final Offering Circular, in the form of Exhibit K-1 or Exhibit K-2, as applicable,
to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s Website, and/or
(ii) for purposes of exercising Voting Rights (which shall not apply to a repurchasing Sponsor or a prospective purchaser
of a Certificate), (A) such Person is not a Borrower Related Party, (B) such Person is or is not the Depositor, the Servicer,
the Special Servicer, the Certificate Administrator, the Trustee or an Affiliate of any of the foregoing, (C) such Person has
received a copy of the final Offering Circular and (D) such Person agrees to keep any Privileged


 



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Information
confidential and will not violate any securities laws, substantially in the form of Exhibit K-3 to this Agreement; provided that if such Person is an Affiliate of the Depositor, the Servicer, the Special Servicer, the Trustee or the Certificate Administrator,
such Person certifies to the existence or non-existence of appropriate policies and procedures restricting the flow of information
between it and the Depositor, the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable;
provided, further, that a repurchasing Sponsor shall be entitled to receive any and all reports and have access
to any and all information that a Certificateholder would otherwise have under the terms of this Agreement. The Certificate Administrator
may conclusively rely on any duly submitted Investor Certification and may require that Investor Certifications be resubmitted
from time to time in accordance with its policies and procedures.


 


“Investor
Registry”: As defined in Section 4.5(b).


 


“IRS”:
 The Internal Revenue Service.


 


“Liquidated
Property”: The Property, if it has been liquidated and the Special Servicer has determined that all amounts which it
expects to recover from or on account of the Property have been recovered.


 


“Liquidation
Expenses”: Reasonable and customary expenses (other than expenses covered by any insurance policy) incurred by the Servicer,
the Special Servicer, the Certificate Administrator or the Trustee in connection with the liquidation of the Whole Loan or Property
(or portions thereof), such expenses including, without limitation, legal fees and expenses, appraisal fees, brokerage fees and
commissions, conveyance taxes and trustee and co-trustee fees, if any. Liquidation Expenses shall not include any previously incurred
expenses which have been previously reimbursed to the party incurring the same or which were netted against income from any Foreclosed
Property and were considered in the calculation of the amount of Foreclosure Proceeds pursuant to the definition thereof.


 


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to the Liquidated Property, or any full, partial or discounted
payoff of the Whole Loan, Trust Loan or Companion Loan or the liquidation of the Whole Loan, Trust Loan, Companion Loan or the
Notes as to which the Special Servicer receives any Liquidation Proceeds, equal to the product of the Liquidation Fee Rate and
the Net Liquidation Proceeds related to such Liquidated Property, Whole Loan, Trust Loan, Companion Loan or Notes. The Special
Servicer shall not be entitled to receive a Liquidation Fee in connection with (i) a repurchase of the Trust Loan (or any
Sponsor’s Sponsor Percentage Interest in the Trust Loan pursuant to the Loan Purchase Agreement, (ii) a sale of the
Whole Loan by the Special Servicer to an Interested Person in accordance with Section 3.16, (iii) a purchase of the
Trust Loan or a Foreclosed Property by the Controlling Class Representative or any Affiliate thereof, if such purchase occurs
within 90 days after the date on which the Special Servicer first delivers to the Controlling Class Representative notice of a
Mortgage Loan Event of Default or (iv) a purchase of the Whole Loan by the Mezzanine Lender pursuant to the purchase option described
in the Intercreditor Agreement (so long as such purchase occurs within 90 days after notice of the applicable event giving rise
to the Mezzanine Lender’s option is delivered to the Mezzanine Lender; provided that for the avoidance of doubt,
if there are one or more purchase option trigger events that occur following


 






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an
initial purchase option trigger event, such 90 day period shall commence on the date the first notice of the initial purchase
option trigger event was given to the Mezzanine Lender). For the avoidance of doubt, the intent of Section 9.17 of the Mortgage
Loan Agreement requires the Mortgage Loan Borrower to be responsible for the payment of Liquidation Fees and the Special Servicer
will be entitled to, and may collect, any Liquidation Fees payable to it from the Mortgage Loan Borrower pursuant to such Section 9.17
of the Mortgage Loan Agreement as would be calculated hereunder. The Liquidation Fee with respect to the Specially Serviced Loan
or Foreclosed Property shall be reduced by the amount of any Modification Fees paid by or on behalf of the Mortgage Loan Borrower
with respect to the Specially Serviced Loan or Foreclosed Property and received by the Special Servicer as compensation, but only
to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee. Notwithstanding the foregoing,
if the Whole Loan or Trust Loan becomes a Specially Serviced Loan solely due to an event described in clause (iii) of
the definition of “Special Servicing Loan Event” and the related Liquidation Proceeds are received within 90 days
following the Stated Maturity Date as a result of the Whole Loan or Trust Loan being refinanced or receipt of other final payment
(other than a discounted pay-off), the Special Servicer shall not be entitled to deduct a Liquidation Fee from amounts due to
the Certificateholders but may collect and retain appropriate fees from the Mortgage Loan Borrower in connection with such liquidation.


 


“Liquidation
Fee Rate”: A rate equal to 0.50%.


 


“Liquidation
Proceeds”: Amounts (other than Insurance Proceeds and Condemnation Proceeds) received by the Special Servicer and/or
Certificate Administrator in connection with the liquidation of the Whole Loan, the Trust Loan, any Companion Loan or the Property,
whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted payoff or other liquidation
of the Whole Loan, the Trust Loan, any Companion Loan (other than amounts required to be paid to the Mortgage Loan Borrower pursuant
to law or the terms of the Mortgage Loan Agreement) including the proceeds of any full, partial or discounted payoff of the Whole
Loan, the Trust Loan, any Companion Loan (exclusive of any portion of such payoff or proceeds that represents Default Interest
or late payment charges).


 


“Loan
Purchase Agreement”: The Trust Loan Purchase and Sale Agreement, dated as of November 10, 2017, by and among
the Sponsor and the Depositor.


 


“Lockbox
Account”: As defined in the Mortgage Loan Agreement.


 


“Lockbox
Agreement”: The Deposit Account Control Agreement entered into on the Origination Date between the Mortgage Loan Borrowers
and GSMC.


 


“Lower-Tier
Distribution Account”: A subaccount of the Distribution Account, which shall be an asset of the Trust Fund and the Lower-Tier
REMIC.


 


“Lower-Tier
Distribution Amount”: As defined in Section 4.1(b).


 


“Lower-Tier
Principal Amount”: With respect to any Class of Uncertificated Lower-Tier 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 Introductory
Statement to this Agreement, and (ii) as of any date of determination after the first Distribution Date an amount


 



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equal to the Certificate Balance of the Class of Related Certificates
on the preceding Distribution Date (after giving effect to distribution of principal and allocation of Realized Losses).


 


“Lower-Tier
REMIC”: One of two separate REMICs comprising the Trust Fund, the assets of which consist of all of the assets of the
Trust Fund other than the assets of the Upper-Tier REMIC.


 


“MAI
Standards”: Standards of Professional Appraisal Practice established for Members of the Appraisal Institute.


 


“Major
Decision”: Any of the following:


 


(i)               
any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of Foreclosed Property)
of the ownership of the Property if the Whole Loan comes into and continues in default;


 


(ii)               any
modification, consent to a modification or waiver of any monetary term (other than penalty charges) or material non-monetary term
(including, without limitation, the timing of payments and the acceptance of discounted payoffs, but excluding waiver of penalty
charges) of the Whole Loan or any extension of the Stated Maturity Date of the Whole Loan;


 


(iii)              any sale of the Trust Loan (other than in connection with the termination of the Trust Fund) if it becomes a Defaulted
Mortgage Loan for less than the applicable Repurchase Price (excluding the amount described in clause (vi) of the definition of
“Repurchase Price);


 


(iv)             any
determination to bring the Property or any Foreclosed Property into compliance with applicable environmental laws or to otherwise
address hazardous materials located at the Property or a Foreclosed Property;


 


(v)              any
release of collateral or any acceptance of substitute or additional collateral for the 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 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 the Whole Loan or, if lender
consent is required, any consent to such waiver or consent to a transfer of the Property or interests in a Mortgage Loan Borrower
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 Mortgage Loan Agreement or related to an immaterial easement, right of way or similar agreement;


 


(vii)             any property management company changes (to the extent the lender is required to consent or approve under the Mortgage
Loan Documents);


 






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(viii)            releases
of any escrow accounts, reserve accounts or letters of credit held as performance or “earn-out” escrows or reserves
other than those required pursuant to the specific terms of the Whole Loan and for which there is no lender discretion;


 


(ix)             
any acceptance of an assumption agreement or any other agreement permitting transfers of interests in the Mortgage Loan
Borrower, guarantor or other obligor or releasing the Mortgage Loan Borrower, guarantor or other obligor from liability under
the Whole Loan other than pursuant to the specific terms of the Whole Loan and for which there is no lender discretion;


 


(x)              
following a default or a Mortgage Loan Event of Default, any acceleration of the Whole Loan or any action to enforce rights
under any guaranty, or initiation of judicial, bankruptcy or similar proceedings under the Mortgage Loan Documents or with respect
to the Mortgage Loan Borrower or the Property;


 


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


 


(xii)             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 Property;


 


(xiii)           
the determination of the Servicer pursuant to clause (vii) or clause (viii) of the definition of “Special Servicing
Loan Event”;


 


(xiv)            any adoption or implementation of the annual budget for which lender consent is required under the Mortgage Loan Documents;


 


(xv)             any incurrence of additional debt by any Mortgage Loan Borrower or of any mezzanine financing by any beneficial owner of
any Mortgage Loan Borrower (to the extent that the lender has consent rights pursuant to the Mortgage Loan Documents (for purposes
of the determination whether the lender has such consent rights pursuant to the Mortgage Loan Documents, any Mortgage Loan Document
provision that requires that an intercreditor agreement be reasonably or otherwise acceptable to the lender will constitute such
consent rights) (including the calculation of any financial covenant or consent to any intercreditor agreement in connection with
the incurrence of Permitted Additional Mezzanine Debt));


 


(xvi)           
the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of any Mortgage Loan Borrower;


 






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(xvii)         
any modification, waiver or amendment of the Intercreditor Agreement, the Co-Lender Agreement, any future intercreditor
agreement or similar agreement or an action to enforce rights with respect to an intercreditor agreement or co-lender agreement,
in each case in a manner that materially and adversely affects the majority holder of the Class HRR Certificates; and


 


(xviii)          the execution, termination or renewal of any lease, to the extent lender approval is required under the Mortgage Loan Documents
and to the extent such lease constitutes a “Major Lease” as defined in the Mortgage Loan Documents, including entering
into any subordination, non-disturbance and attornment agreement.


 


“Major
Decision Reporting Package”: As defined in Section 6.5(a).


 


“Material
Breach”: As defined in Section 2.9(a).


 


“Material
Document Defect”: As defined in Section 2.9(a).


 


“Membership
Interests”: As defined in the Mortgage Loan Agreement.


 


“Mezzanine
Borrower”: As defined in the Mortgage Loan Agreement.


 


“Mezzanine
Collateral”: The “Collateral” as defined in the Mezzanine Loan Agreement.


 


“Mezzanine
Lender”: As defined in the Mortgage Loan Agreement.


 


“Mezzanine
Loan”: As defined in the Mortgage Loan Agreement.


 


“Mezzanine
Loan Agreement”: As defined in the Mortgage Loan Agreement.


 


“Mezzanine
Loan Documents”: The “Loan Documents” as defined in the Mezzanine Loan Agreement.


 


“Mezzanine
Note”: That certain promissory note, dated as of the Origination Date, made by the Mezzanine Borrower to the Mezzanine
Lender to evidence the Mezzanine Loan, as such note may be replaced by multiple Mezzanine in accordance with the Mezzanine Loan
Agreement and as otherwise assigned (in whole or in part), amended, restated, replaced, supplemented or otherwise modified in
accordance herewith.


 


“Mezzanine
Option Price”: The purchase price for the Whole Loan paid by the Mezzanine Lender in connection with the Mezzanine Lender’s
exercise of the purchase option set forth in the Intercreditor Agreement.


 


“Modification
Fees”: With respect to the Whole Loan, any and all fees collected from the Mortgage Loan Borrower with respect to a
modification, extension, waiver or amendment that modifies, extends, amends or waives any term of the Mortgage Loan Documents
agreed to by the Servicer or the Special Servicer, other than (a) any assumption fees, defeasance


 






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fees,
consent fees or assumption application fees and (b) Special Servicing Fees, Workout Fees and Liquidation Fees.


 


“Monthly
Payment”: With respect to the Whole Loan or Trust Loan and any Distribution Date, the scheduled payment of principal
(if any) and interest on the Whole Loan or Trust Loan pursuant to the Mortgage Loan Agreement, including the Balloon Payment,
as applicable, in each case which is due and payable on the immediately preceding Loan Payment Date and (ii) with respect to any
Note and any Distribution Date, the scheduled payment of principal (if any) and interest on such Note pursuant to the Loan Agreement
and the related Balloon Payment, in each case which is due and payable on the immediately preceding Loan Payment Date.


 


“Monthly
Payment Advance”: Any advance in respect of a delinquent Monthly Payment (or Assumed Monthly Payment, as applicable)
on the Trust Loan made by the Servicer or the Trustee pursuant to Section 3.23(a) or (c) as applicable. Each
reference to the reimbursement or payment of a Monthly Payment Advance shall be deemed to include, whether or not specifically
referred to, payment or reimbursement of interest thereon at the Advance Rate through the date of payment or reimbursement.


 


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


 


“Mortgage”:
As defined in the Mortgage Loan Agreement.


 


“Mortgage
File”: As defined in Section 2.1(b), and any additional documents required to be added to the Mortgage File
pursuant to this Agreement.


 


“Mortgage
Loan Agreement”: As defined in the Introductory Statement.


 


“Mortgage
Loan Borrower”: As defined in the Introductory Statement.


 


“Mortgage
Loan Borrowers’ Reimbursable Trust Fund Expenses”: All interest payable on advances made by the Servicer or the
Trustee with respect to delinquent debt service payments (to the extent late payment charges and interest at the Default Rate
actually paid by the Mortgage Loan Borrower in respect of such payments are insufficient to pay the same), or expenses paid by
the Servicer, the Special Servicer, the Certificate Administrator or the Trustee


 






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in
curing any Mortgage Loan Event of Default and which are provided for hereunder or actual, out-of-pocket expenses paid by the Servicer,
the Special Servicer, the Certificate Administrator or the Trustee in respect of the protection and preservation of the Property
(including, without limitation, payments of taxes and insurance premiums); Liquidation Fees, Workout Fees or Special Servicing
Fees, Operating Advisor Fees or any other similar fees payable to the Servicer or the Special Servicer as a result of the Whole
Loan becoming a Specially Serviced Loan; the costs of all property inspections and/or appraisals of the Property (or any updates
to any existing inspection or appraisal) that the Servicer, the Special Servicer or the Trustee may be required to obtain and
are permitted pursuant to the Mortgage Loan Agreement; and any costs or expenses incurred in connection with special requests
made by the Mortgage Loan Borrower during the term of the Whole Loan including, without limitation, in connection with a prepayment,
assumption or modification of the Whole Loan, and any other costs, expenses and fees to be paid by the Mortgage Loan Borrower
under Section 9.17 of the Mortgage Loan Agreement.


 


“Mortgage
Loan Documents”: All documents executed or delivered by the Mortgage Loan Borrower or any other party evidencing or
securing the Whole Loan and any amendment thereof or thereafter or subsequently added to the Mortgage File, including without
limitation the Mortgage Loan Agreement.


 


“Mortgage
Loan Event of Default”: An “Event of Default” as defined under the Mortgage Loan Documents.


 


“Mortgage
Loan Lender”: The “Lender” as defined in the Mortgage Loan Agreement.


 


“Mortgage
Loan Payment Date”: The 6th day of each calendar month in which the related Interest Accrual Period ends (or if such
sixth day is not a Business Day (as such term is defined the Mortgage Loan Agreement), the immediately succeeding Business Day).


 


“Mortgage
Loan Rate”: With respect to any Interest Accrual Period and the Whole Loan, the per annum rate at which interest
(but not Default Interest) accrues on the Whole Loan for such Interest Accrual Period as specified in the Mortgage Loan Agreement.


 


“Net
Foreclosure Proceeds”: With respect to any Foreclosed Property, the Foreclosure Proceeds with respect to such Foreclosed
Property net of any insurance premiums, taxes, assessments, ground rents and other costs permitted to be paid therefrom pursuant
to Section 3.14.


 


“Net
Liquidation Proceeds”: The excess of Liquidation Proceeds received with respect to the Property or the Whole Loan, as
the case may be, over the amount of Liquidation Expenses incurred with respect thereto.


 


“Net
Mortgage Loan Rate”: With respect to any Distribution Date and the Trust Loan, the annualized rate at which interest
would have to accrue in respect of the Trust Loan on the basis of a 360-day year consisting of twelve 30-day months in the Interest
Accrual Period preceding the Mortgage Loan Payment Date that precedes such Distribution Date in order to produce the aggregate
amount of interest (net of interest at the Servicing Fee Rate, the CREFC® Intellectual Property Royalty License
Fee Rate, the Operating Advisor Fee Rate and the


 






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Certificate
Administrator Fee Rate and exclusive of Default Interest) that actually accrues on the Trust Loan during such Interest Accrual
Period; provided that any modification that changes the Mortgage Loan Rate shall be disregarded for purposes of calculating
the Pass-Through Rates for the corresponding Class(es) of Certificates; provided, further, that (i) the Net Mortgage
Loan Rate for the Interest Accrual Period preceding the Mortgage Loan Payment Dates in (a) January and February in each year that
is not a leap year or (b) in February only in each year that is a leap year (unless in the case of either (a) or (b) the related
Distribution Date is the final Distribution Date), shall be the annualized rate at which interest would have to accrue on the
basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest (net of interest
at the Servicing Fee Rate, the CREFC® Intellectual Property Royalty License Fee Rate, the Operating Advisor Fee
Rate and the Certificate Administrator Fee Rate and exclusive of Default Interest) actually accrued on the Trust Loan during such
Interest Accrual Period, minus the applicable Withheld Amount and (ii) the Net Mortgage Loan Rate for the Interest Accrual Period
preceding the Mortgage Loan Payment Date in March (or February, if the related Distribution Date is the final Distribution Date),
shall be the annualized rate at which interest would have to accrue on the basis of a 360-day year consisting of twelve 30-day
months in order to produce the aggregate amount of interest (net of interest at the Servicing Fee Rate, the CREFC®
Intellectual Property Royalty License Fee Rate, the Operating Advisor Fee Rate and the Certificate Administrator Fee Rate and
exclusive of Default Interest) actually accrued on the Trust Loan during such Interest Accrual Period, plus the applicable Withheld
Amounts.


 


“New
Lease”: Any lease with respect to any Foreclosed 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.


 


“Nondisqualification
Opinion”: An Opinion of Counsel, prepared at the Trust Fund’s expense and payable from the Collection Account,
to the effect that a contemplated action will not result in an Adverse REMIC Event.


 


“Nonrecoverable
Advance”: Any Advance or portion of an Advance previously made and not previously reimbursed, or proposed to be made,
including interest on such Advance, which, the Servicer, the Special Servicer or the Trustee determines in accordance with Accepted
Servicing Practices (in the case of the Servicer or the Special Servicer) or reasonable business judgment (in the case of the
Trustee), would not be ultimately recoverable from subsequent payments or collections (including Foreclosure Proceeds, Liquidation
Proceeds, Condemnation Proceeds (to the extent not needed for repair or restoration of the Property) and Insurance Proceeds) in
respect of the Whole Loan or Trust Loan, as applicable, or the Property or from funds on deposit in the Collection Account pursuant
to Section 3.4(c). The Trustee will be entitled to rely conclusively on the Servicer’s determination that an
Advance is a Nonrecoverable Advance, and the Servicer will be entitled to rely conclusively on the Special Servicer’s determination
that an Advance is a Nonrecoverable Advance.


 


“Non-Book
Entry Certificates”: As defined in Section 5.2(c).


 


“Non-Reduced
Certificates”: As of any date of determination, any Class of Sequential Pay Certificates then outstanding for which
(a) (1) the initial Certificate Balance of


 






    -39-


     


    

 


such
Class of Certificates minus (2) the sum (without duplication) of (x) any payments of principal (whether as principal prepayments
or otherwise) previously distributed to the Certificateholders of such Class of Certificates, (y) any Appraisal Reduction Amounts
allocated to such Class of Certificates as of the date of determination and (z) any Realized Losses previously allocated to such
Class of Certificates, is equal to or greater than (b) 25% of the remainder of (i) the initial Certificate Balance of such Class
of Certificates less (ii) any payments of principal (whether as principal prepayments or otherwise) previously distributed to
the Certificateholders of such Class of Certificates.


 


“Non-U.S.
Beneficial Ownership Certification”: As defined in Section 5.3(f).


 


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


 


“Note”:
As defined in the Introductory Statement.


 


“Notes”:
As defined in the Introductory Statement.


 


“Notional
Amount”: With respect to the Class X-A Certificates, the Class X-A Notional Amount, as reduced by the aggregate amount
of Realized Losses allocated pursuant to Section 4.1(g).


 


“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) executed by a NRSRO in favor of the 17g-5 Information Provider substantially in
the form attached hereto as Exhibit M 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 been engaged to rate any
securities backed, in whole or in part, by a Companion Loan, or that such NRSRO has provided the Depositor with the appropriate
certifications pursuant to paragraph (e) of Rule 17g-5 of the Exchange Act, such NRSRO has access to the 17g-5 Information Provider’s
Website and such NRSRO will keep such information confidential, except to the extent such information has been made available
to the general public.


 


“Offering
Circular”: That certain Confidential Offering Circular, dated as of November 1, 2017, relating to the offering
of the Certificates.


 


“Officer’s
Certificate”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a
Vice President (however denominated), the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries,
any Servicing Officer, Responsible Officer or other officer of the Servicer, the Special Servicer, the Depositor, the Sponsors
or any other entity referred to herein, as the case may be, customarily performing functions similar to those performed by any
of the above designated officers and also with respect to a particular matter, any other officer to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular subject.


 






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


 


“Operating
Advisor Annual Report”: As defined in Section 3.27(c).


 


“Operating
Advisor Consultation Event”: The event that occurs when either (i) the Class HRR Certificates has a Certificate
Balance (as notionally reduced by any Appraisal Reduction Amounts allocable to such Class in accordance with Section 3.7(a)
of this Agreement) equal to or less than 25% of the initial Certificate Balance of such Class or (ii) a Control Termination
Event has occurred and is continuing.


 


“Operating
Advisor Consulting Fee”: A fee for each Asset Status Report and Major Decision on which the Operating Advisor has consultation
obligations and performed its duties with respect to such Asset Status Report or Major Decision equal to $10,000 (or such lesser
amount as the Mortgage Loan Borrowers agree to pay with respect to such Mortgage Loan), payable pursuant to Section 3.4
of this Agreement; provided, however, that the Operating Advisor may in its sole discretion reduce the Operating
Advisor Consulting Fee with respect to any Asset Status Report or Major Decision; provided, further, that the Servicer
or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the Mortgage
Loan Borrowers if it determines that such full or partial waiver is in accordance with Accepted Servicing Practices, 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 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 the Mortgage Loan, the fee payable to the Operating Advisor pursuant to Section 3.27(h).


 


“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per
annum rate of 0.0020%.


 


“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 (as a collective whole as if such Certificateholders constituted a
single lender), 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 Borrower Related Party, the Sponsor, the Depositor, the Servicer,
the Special Servicer, the Controlling Class Representative or any of their respective Affiliates.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Opinion of
Counsel”: A written opinion of counsel (which counsel, in the case of any such opinion of counsel relating to the taxation
of the Trust Fund or any portion thereof or the status of each Trust REMIC as a REMIC for taxation purposes, shall be Independent
of the Depositor, the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee), who
may, without limitation, be counsel for the Depositor, the Servicer, the Special Servicer, the Operating Advisor or the Trustee,
reasonably acceptable to the Certificate Administrator or the Trustee, as applicable.


 


“Original Lower-Tier
Principal Amount”: With respect to any Class of Uncertificated Lower-Tier Interests, the initial Lower-Tier Principal
Amount thereof as of the Closing Date, in each case as specified in the Introductory Statement to this Agreement.


 


“Origination
Date”: means October 18, 2017.


 


“Originators”:
As defined in the Introductory Statement.


 


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


 


“Other Exchange
Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of
the Exchange Act, the trustee, operating advisor, asset representations reviewer, certificate administrator, master servicer, special
servicer or depositor under the related Other Pooling and Servicing Agreement that is responsible for the preparation and/or filing
of Form 8-K, Form 10-D and Form 10-K with respect to such Other Securitization Trust, as identified in writing to the parties to
this Agreement; and, with respect to any Other Securitization Trust that is not subject to the reporting requirements of the Exchange
Act and for the purposes of Sections 11.7, 11.8, 11.9 and 11.16 only, the trustee, certificate administrator,
master servicer, special servicer or depositor under the related Other Pooling and Servicing Agreement that is responsible for
the preparation and/or dissemination of periodic distribution date statements or similar reports, as identified in writing to the
parties to this Agreement.


 


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


 


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


 


“Par Price”:
An amount (without duplication) generally equal to the sum of (i) the unpaid principal balance of the Whole Loan or Trust Loan,
as applicable, (ii) accrued and unpaid interest on the Whole Loan at the applicable interest rate (exclusive of the Default Interest)
to and including the last day of the related Interest Accrual Period in which the repurchase is to occur, (iii) unreimbursed Property
Protection Advances and Administrative Advances together with interest on all Advances (including advances made with respect to
any Companion Loan under any Other Pooling and Servicing Agreement) and (iv) any unpaid Trust Fund Expenses.


 






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“Pass-Through
Rate”: With respect to each Class of Regular Certificates, the per annum rate at which interest accrues on the
Certificate Balance or Notional Amount, as applicable, of such Class as set forth in Section 5.1(a), and for each Uncertificated
Lower-Tier Interest, the Net Mortgage Loan Rate, being, in each case, the rate at which interest accrues on the Certificate Balance,
Notional Amount or Lower-Tier Principal Amount, as applicable, of such Class as set forth in the Introductory Statement to this
Agreement.


 


“Percentage
Interest”: As to any Certificate, the percentage interest evidenced thereby in distributions required to be made with
respect to the related Class. With respect to any Regular Certificate, such “percentage interest” is equal to the initial
Certificate Balance or Notional Amount, as applicable, of such Certificate divided by the initial Certificate Balance or Notional
Amount, as applicable, of all of the Certificates of the related Class. With respect to the Class R Certificates, the percentage
specified on the Certificate held by the Holder of such Certificate.


 


“Permitted Encumbrances”:
As defined in the Mortgage Loan Agreement.


 


“Permitted Investments”:
Any one or more of the following obligations or securities acquired at a purchase price of not greater than par, payable on demand
or having a maturity date not later than the Business Day immediately prior to the first Mortgage Loan Payment Date following the
date of acquiring such investment and meeting one of the appropriate standards set forth below:


 


(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 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 60 days or less, or
rated at least “AA-”, “A-1+” or “AAAm” by S&P, if such obligations mature in 365 days or
less;


 


(ii)        time
deposits, demand unsecured certificates of deposit, or bankers’ acceptances with maturities of not more than 365 days that
are issued or held by any depository institution or trust company (including the Certificate


 



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Administrator) 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 which (A) in the case of such investments with maturities of 30 days or less, the short term obligations of
which are rated “A-1” by S&P and the long term obligations of which are rated at least “AA-” by S&P,
(B) in the case of such investments with maturities of three months or less, but more than 30 days, the short term obligations
of which are rated “A-1” by S&P or the long term obligations of which are rated at least “AA-” by S&P,
(C) in the case of such investments with maturities of six months or less, but more than three months, the short term obligations
of which are rated “A-1” by S&P and the long term obligations of which are rated at least “AA-” by
S&P and (D) in the case of such investments with maturities of more than six months, the short term obligations of which are
rated “A-1” by S&P and the long term obligations of which are rated at least “AA-” by S&P (or,
in each case, if permitted by the Whole Loan, if not rated by S&P, otherwise acceptable to S&P, as confirmed in writing
that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings
assigned to the Certificates);


 


(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, which (A) in the case of such investments
with maturities of 30 days or less, the short term obligations of which are rated in the highest short term rating category by
S&P or the long term obligations of which are rated at least “AA-” by S&P, (B) in the case of such investments
with maturities of three months or less, but more than 30 days, the short term obligations of which are rated in the highest short
term rating category by S&P and the long term obligations of which are rated at least “AA-” by S&P, (C) in
the case of such investments with maturities of six months or less, but more than three months, the long term obligations of which
are rated at least “AA-” by S&P, and (D) in the case of such investments with maturities of more than six months,
the long term obligations of which are rated “AA-” by S&P (or, in each case, if permitted by the Whole Loan, if
not rated by S&P, otherwise acceptable to S&P as confirmed in writing that such investment would not, in and of itself,
result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates); 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


 



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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 maturing in one year or less after the date of issuance thereof and which (i) is rated in the highest applicable rating category
of S&P or (ii) have such other ratings as confirmed in a Rating Agency Confirmation;


 


(vi)       any
money market fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in
clause (i) above, (b) has net assets of not less than $5,000,000,000, (c) maintains a constant net asset value, and (d) has a rating
of “AAAm” from S&P;


 


(vii)      units
of money market funds (including those managed or advised by the Trustee or its Affiliates) which maintain a constant net asset
value, such as the Wells Fargo Money Market Funds; provided that such units of money market funds are rated “AAAm”
by S&P;


 


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


 


(ix)       such
other demand, money market or time deposit, demand obligation or any other obligation, security or investment that, but for the
failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) –
(vii) 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 and Morningstar with respect to such demand, money market or time deposit,
demand obligation or any other obligation, security or investment.


 


Notwithstanding the foregoing,
“Permitted Investments” (i) shall be limited to investments that have 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; (ii) shall
be limited to those instruments that have a predetermined fixed dollar of principal due at maturity that cannot vary or change;
and (iii) shall exclude any investment where the right to receive principal and interest derived from the underlying investment
provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment. Interest may either
be fixed or variable, and any variable interest must be tied to a single interest rate index plus a single fixed spread (if any),
and move proportionately with that index; and provided, that each Permitted Investment qualifies as a “cashflow investment”
pursuant to Section 860G(a)(6) of the Code and no amount beneficially owned by the Upper-Tier REMIC or the Lower-Tier REMIC (even
if not yet deposited in the Trust) may be invested in investments (other than money market funds) treated as equity interests for
federal income tax purposes, unless the Servicer receives an Opinion of Counsel, at its own expense, to the effect that such investment
will not adversely affect the status of the Upper-Tier REMIC or the Lower-Tier


 



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REMIC. No investment shall be made that requires
a payment above par for an obligation if the obligation may be prepaid at the option of the issuer thereof prior to its maturity.
All investments shall mature or be redeemable upon the option of the holder thereof on or prior to the earlier of (x) three months
from the date of their purchase and (y) the Business Day preceding the day before the date such amounts are required to be applied
hereunder.


 


“Permitted Mezzanine
Debt”: As defined in the Mortgage Loan Agreement.


 


“Permitted Special
Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title agency fees or insurance
commissions or 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 the Whole Loan, subject to Section 3.17 of this Agreement.


 


“Permitted Transferee”:
Any Person or agent of such Person other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate
Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the transfer)
to the effect that the transfer of an ownership interest in any Class R Certificate to such Person would not cause either Trust
REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Disqualified Non-U.S. 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. Person or (e) a U.S. 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. Person.


 


“Person”:
Any individual, corporation, limited liability company, partnership, joint venture, estate, trust, unincorporated association,
any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such
capacity on behalf of any of the foregoing.


 


“Plan Fiduciary”:
As defined in Section 5.3(o).


 


“Pledge Agreement”:
As defined in the Mezzanine Loan Agreement.


 


“Pledged Loans”:
As defined in the Mortgage Loan Agreement.


 


“Prime Rate”:
The “prime rate” published in The Wall Street Journal. If The Wall Street Journal ceases to publish the
“prime rate”, then the Servicer shall select an equivalent publication that publishes such “prime rate”,
and if such “prime rate” is no longer generally published or is limited, regulated or administered by a governmental
or quasi-governmental body, then the Servicer shall reasonably select a comparable interest rate index.


 


“Principal Distribution
Amount”: For each Distribution Date and any Class of Sequential Pay Certificates, the sum of (i) the Regular Principal
Distribution Amount for such Distribution Date and such Class of Certificates and (ii) the aggregate Principal Shortfalls in respect
of prior Distribution Dates for such Class of Certificates.


 






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“Principal Shortfall”:
For each Distribution Date and any Class of Sequential Pay Certificates, the amount by which the Regular Principal Distribution
Amount for such Class exceeds the amount actually distributed to such Class in respect of principal on such Distribution Date.


 


“Privileged
Information”: Any (i) correspondence or other communications between the Controlling Class Representative and the Special
Servicer related to the Whole Loan if it is subject to a Special Servicing Loan Event or the exercise of the consent or consultation
rights of the Controlling Class Representative under this Agreement, (ii) strategically sensitive information that the Special
Servicer has reasonably determined could compromise the Trust’s position in any ongoing or future negotiations with the Mortgage
Loan Borrower or other interested party, and (iii) information subject to attorney-client privilege. The Servicer, the Special
Servicer and the Operating Advisor 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 Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, as evidenced by an written advice counsel (which
will be an additional expense of the Trust) delivered to each of the Servicer, the Special Servicer, the Controlling Class Representative,
the Operating Advisor, the Certificate Administrator and the Trustee), required by law, rule, regulation, order, judgment or decree
to disclose such information.


 


“Privileged
Person”: The Depositor, the Initial Purchasers, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, a designee of the Depositor, any Person who provides the Certificate Administrator with an Investor Certification
in the form of Exhibit K-1, and any NRSRO (including any Rating Agency) that provides the Certificate Administrator with
an NRSRO Certification in the form of Exhibit M, which Investor Certification and NRSRO Certification may be submitted electronically
via the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website, as applicable; provided
that in no event shall a Borrower Related Party be considered a Privileged Person. However, such Borrower Related Party shall be
entitled to receive access to the Distribution Date Statements posted on the Certificate Administrator’s Website. The provisions
herein shall not limit the Servicer’s or the Special Servicer’s ability to make accessible certain information regarding
the Trust Loan at a website maintained by the Servicer or the Special Servicer. None of the Servicer, the Special Servicer or the
Certificate Administrator shall be liable for any communication to the Controlling Class Representative or Controlling Class Certificateholder
or disclosure of information if the Servicer, the Special Servicer or the Certificate Administrator, as applicable, did not receive
prior written notice that the Controlling Class Representative or Controlling Class Certificateholder is a Borrower Related Party.
Each of the Servicer, the Special Servicer and the Certificate Administrator shall be entitled to conclusively rely on any


 



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written
notice from the Controlling Class Representative or Controlling Class Certificateholder that it is or is no longer a Borrower Related
Party.


 


“Property”:
As defined in the Mortgage Loan Agreement.


 


“Property Manager”:
WWP Manager JV LLC, a Delaware limited liability company.


 


“Property Protection
Advances”: As defined in Section 3.23(b).


 


“QIB”:
A “qualified institutional buyer” within the meaning of Rule 144A.


 


“Qualified Bidder”:
As defined in Section 7.2(b).


 


“Qualified Insurer
Ratings”: With respect to an insurer, a rating that is no lower than (i) “A-” by S&P, (ii) “A3”
by Moody’s or (iii) “A-:IX” by A.M. Best (or such other rating as to which a Rating Agency Confirmation has been
obtained).


 


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


 


“Qualified 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) that is not the Operating Advisor or an affiliate of the Operating Advisor,
(iii) that 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, or (y) for the appointment of the successor Special Servicer or the recommendation by
the Operating Advisor for the replacement Special Servicer to become the Special Servicer, (iv) that 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) that is not entitled to receive any fee from
the Operating Advisor for its appointment as successor Special Servicer, in each case, unless expressly approved by 100% of the
Certificateholders, (vi) that is listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer,
(vii) that has been appointed and currently serves as a special servicer on a transaction-level basis on a CMBS transaction currently
rated by DBRS that currently has securities outstanding and for which DBRS has not cited servicing concerns of the replacement
special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch
status” in contemplation of a ratings downgrade or withdrawal) of securities rated by DBRS in a commercial mortgage-backed
securitization transaction rated by DBRS and serviced by the applicable replacement special servicer prior to the time of determination,
and, if one of the following NRSROs is engaged by the Depositor to rate an Other Securitization Trust, as to such engaged NRSRO
(viii) that, in the case of Fitch, has a rating of “CSS3”, (ix) that, in the case of Morningstar, (A) has a then current
ranking by Morningstar equal to or higher than “MOR CS3” as a special servicer (if ranked by Morningstar) or (B) if
not ranked by Morningstar, is acting as master servicer or special servicer, as applicable, in a commercial mortgage loan securitization
that was rated by a Rating Agency


 



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within the 12 month period prior to the date of determination and that Morningstar has not qualified,
downgraded or withdrawn the then-current rating or ratings of one or more classes of certificates citing servicing concerns with
the special servicer, as applicable, as the sole or material factor in such rating action, (x) with respect to which KBRA has not
publicly cited 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 ratings downgrade or withdrawal) of securities in a CMBS transaction
serviced by such Special Servicer prior to the time of determination and (xi) that, in the case of Moody’s (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 that are currently rated by Moody’s 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 ratings 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. For the avoidance of doubt in no event shall LNR Partners, LLC, Torchlight Loan Services, LLC, or any of
their respective Affiliates be a Qualified Replacement Special Servicer or be permitted to be appointed as Special Servicer under
this Agreement.


 


“Qualified Servicer”:
With respect to the applicable replacement Servicer or Special Servicer and the applicable non-responding Rating Agency pursuant
to Section 3.26 hereof, the applicable replacement (i) with respect to S&P, 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, (ii) with respect
to DBRS, the replacement servicer or special servicer, as applicable, is currently acting as a servicer or special servicer, as
applicable, on a transaction -level basis on a CMBS transaction currently rated by DBRS that currently has securities outstanding
and for which DBRS has not cited servicing concerns of the replacement 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 rated by DBRS in a commercial mortgage-backed securitization
transaction rated by DBRS and serviced by the applicable replacement servicer or special servicer, as applicable, prior to the
time of determination, (iii) with respect to Fitch, is rated at least “CMS3” (in the case of the servicer) or “CSS3”
(in the case of the special servicer); (iv) with respect to KBRA, KBRA has not publicly cited servicing concerns with the applicable
replacement Servicer or Special Servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings
(or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a CMBS transaction
serviced by the applicable replacement servicer or special servicer, as applicable, prior to the time of determination, (v) with
respect to Moody’s, (a) 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) 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 ratings downgrade or withdrawal) of securities in a CMBS transaction rated
by Moody’s and serviced by the applicable replacement servicer or special servicer, as applicable, prior to the time of determination
and (vi) with respect to Morningstar, (i) has a ranking by Morningstar higher than or equal to “MOR


 



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CS3” as a master
servicer or special servicer, as applicable or (ii)(A) such replacement Servicer or Special Servicer is acting as master servicer
or special servicer, as applicable, in a commercial mortgage loan securitization that was rated by a Rating Agency within the 12-month
period prior to the date of determination and (B) Morningstar has not cited servicing concerns of the applicable replacement Servicer
or Special Servicer as the sole or material factor in any qualification, downgrade or withdrawal of the then-current rating or
ratings of one or more classes of such commercial mortgage backed securities.


 


“Rated Final
Distribution Date”: The Distribution Date occurring in November 2036.


 


“Rating Agencies”:
Any of S&P and Morningstar.


 


“Rating Agency
Confirmation”: With respect to any matter, confirmation in writing (which may be in the form of electronic mail, facsimile,
press release, posting to its internet website or such other means then considered industry standard as determined by such Rating
Agency) by a 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 if a written waiver or other acknowledgment from the Rating Agency indicating its decision
not to review or to decline to review the matter for which the Rating Agency Confirmation is sought is received (such written notice,
a “Rating Agency Declination”), the requirement to receive a Rating Agency Confirmation from the Rating Agency
with respect to such matter will not apply; provided, further that any Rating Agency Confirmation is subject to the
terms set forth in Section 3.26.


 


“Realized Loss”:
With respect to any Distribution Date, the amount, if any, by which (i) the aggregate of the Certificate Balances of the Sequential
Pay Certificates after giving effect to distributions made on such Distribution Date exceeds (ii) the outstanding principal balance
of the Trust Loan after giving effect to (a) any payments of principal received with respect to the Mortgage Loan Payment Date
occurring immediately prior to such Distribution Date and (b) the aggregate reductions of the principal balance of the Trust Loan
that have been permanently made as a result of a bankruptcy proceeding, modification or otherwise.


 


“Record Date”:
With respect to any Distribution Date, the close of business on the last day of the calendar month preceding the calendar month
in which such Distribution Date occurs, or if such last day is not a Business Day, the preceding Business Day.


 


“Regular Certificates”:
The Class A, Class X-A, Class B, Class C, Class D, Class E, Class F and Class HRR Certificates.


 


“Regular Principal
Distribution Amount”: For each Distribution Date and any Class of Sequential Pay Certificates, (i) all amounts collected
in respect of principal during the related Collection Period with respect to the Trust Loan and (ii) the principal portion of any
Repurchase Price, the Mezzanine Option Price, Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds, in each case
received during the related Collection Period, in the case of either (i) or (ii), that would be allocated to such Class of Certificates
if distributed to the


 



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holders of the Certificates to reduce the outstanding Certificate Balance of each Class of Sequential Pay
Certificates to zero pursuant to this Agreement.


 


“Regulation
AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such
rules may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission
or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case as effective
from time to time as of the compliance dates specified therein. Each of the parties hereto acknowledge that the Regulation AB provisions
herein shall be construed as if the Certificates were publicly registered and reporting were required at all times.


 


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


 


“Regulation
S Global Certificate”: As defined in Section 5.2(a).


 


“Related Certificates”,
“Related Uncertificated Lower-Tier Interests”: For the following Classes of Certificates and Classes of Uncertificated
Lower Tier Interests, the related Class of Certificates or Class of Uncertificated Lower Tier Interest, as applicable, set forth
below:


 


	
        Related
Uncertificated Lower-Tier

Interests 
	
        Related
Certificates 

	Class LA Uncertificated Interest	Class A
	Class LB Uncertificated Interest	Class B
	Class LC Uncertificated Interest	Class C
	Class LD Uncertificated Interest	Class D
	Class LE Uncertificated Interest	Class E
	Class LF Uncertificated Interest	Class F
	Class LHRR Uncertificated Interest	Class HRR


 


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


 


“REMIC Provisions”:
Provisions of the Code relating to “real estate mortgage investment conduits,” including Sections 860A through 860G
of the Code and any related regulations or announcements promulgated thereunder by the U.S. Department of the Treasury.


 


“Relevant Action”:
As defined in Section 5.2(a).


 


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


 


“Rents from
Real Property”: With respect to any Foreclosed Property, gross income of the character described in Section 856(c)(3)(A)
of the Code.


 






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“REO Management
Fee”: As to the Property when it is Foreclosed Property, a fee payable out of the Foreclosed Property Account to the
Successor Manager for managing such Property while it is owned by the Trust Fund, which shall be reasonable and customary in the
market in which such Property is located.


 


“Reportable
Event”: As defined in Section 5.2(a).


 


“Reporting Servicer”:
The Servicer, the Special Servicer or a Servicing Function Participant engaged by any such party, as the case may be.


 


“Repurchase
Communication”: For purposes of Section 2.9(a) only, any communication, whether oral or written, which need not
be in any specific form.


 


“Repurchase
Mortgage File”: With respect to any repurchase of the Trust Loan, the Mortgage File.


 


“Repurchase
Price”: An amount (without duplication) equal to the sum of (i) the unpaid principal balance of the Trust Loan, (ii)
accrued and unpaid interest on the Trust Loan at the Mortgage Loan Rate (exclusive of the Default Interest) to and including the
last day of the related Interest Accrual Period in which the repurchase is to occur, (iii) unreimbursed Property Protection Advances
and Administrative Advances together with interest on such Advances, (iv) an amount equal to all interest on outstanding Monthly
Payment Advances, (v) any unpaid Trust Fund Expenses and (vi) any other out-of-pocket expenses reasonably incurred or expected
to be incurred by the Servicer, the Special Servicer, the Certificate Administrator or the Trustee arising out of the enforcement
of the repurchase obligation. No Liquidation Fee shall be paid by the Sponsor in connection with a repurchase of the Trust Loan
(or any Sponsor Percentage Interest in the Trust Loan) pursuant to the Loan Purchase Agreement if such repurchase occurs due to
a Material Breach or a Material Document Defect pursuant to the Loan Purchase Agreement.


 


“Repurchase
Request”: As defined in Section 2.9(a).


 


“Repurchase
Request Withdrawal”: As defined in Section 2.9(a).


 


“Requesting
Party”: As defined in Section 3.26(a).


 


“Required Advance
Amount”: With respect to any Distribution Date, an amount equal to (a) the amount of the Monthly Payment Advance (taking
into account any Appraisal Reduction Amount with respect to the Trust Loan as of such Distribution Date) that would be required
to be made on the related Remittance Date by the Servicer pursuant to this Agreement had the Mortgage Loan Borrowers not made any
portion of the Monthly Payment of principal (if any) and interest (or an Assumed Monthly Payment) for the related Mortgage Loan
Payment Date or Assumed Mortgage Loan Payment Date less (b) the aggregate compensation payable on such Remittance Date to the Certificate
Administrator in respect of the Certificate Administrator Fee (including the portion that constitutes the Trustee Fee), to the
Operating Advisor in respect of the Operating Advisor Fee and to CREFC® in respect of the CREFC®
Intellectual Property Royalty License Fees.


 






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“Required Third
Party Purchaser Retention Amount”: $41,215,000 of the Certificate Balance of the Class HRR Certificates.


 


“Reserve Account”:
Any reserve account required to be maintained under the Mortgage Loan Agreement.


 


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


 


“Responsible
Officer”: With respect to (i) the Trustee, any officer in the Corporate Trust department of the Trustee having direct
responsibility for the administration of this Agreement and (ii) the Certificate Administrator, any officer assigned to the Corporate
Trust Services group, with direct responsibility for the administration of this Agreement and also, with respect to a particular
matter, any other officer to whom a particular matter is referred by the Certificate Administrator. With respect to the Depositor,
any director, vice president, assistant vice president, assistant secretary, treasurer, assistant treasurer, trust officer or any
other officer of the Depositor, customarily performing functions similar to those performed by any of the above-designated officers
with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, to whom such
matter is referred because of such officer’s knowledge of and familiarity with the particular subject, and, in the case of
any certification or other document required to be signed by a Responsible Officer, an authorized signatory whose name and specimen
signature appears on a list furnished to the Servicer or the Special Servicer, as applicable, by the Depositor, as such list may
from time to time be amended.


 


“Restricted
Holder”: Any Certificateholder, Beneficial Owner of a Certificate or prospective purchaser of a Certificate (whether
legally, beneficially or otherwise) or any other Person that is also a holder of a related mezzanine loan (or any Affiliate or
agent thereof) or an owner in any interest in any related mezzanine loan (whether legally, beneficially or otherwise, including
as a holder of a note evidencing a related mezzanine loan, a holder of a participation interest in a related mezzanine loan or
a Beneficial Owner of any securities collateralized by a related mezzanine loan) (a) as to which an event of default has occurred
under such mezzanine loan giving rise to an automatic acceleration of such mezzanine loan or the right of the lender thereunder
to accelerate such mezzanine loan or (b) as to which foreclosure proceedings against the related collateral have been initiated
(and in respect of which, the Special Servicer has received notice thereof).


 


“Restricted
Period”: As defined in Section 5.2(a).


 


“Retaining Sponsor”:
GSMC.


 


“Risk Retention
Affiliate” or “Risk Retention Affiliated”: As “affiliate” or “affiliated”
are defined in Section 244.2 of the Credit Risk Retention Rules.


 


“Rule 144A”:
As defined in Section 5.2(b).


 


“Rule 144A Global
Certificate”: As defined in Section 5.2(b).


 






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“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 designated by the Depositor, notice of which designation shall be given to
the Certificate Administrator, the Trustee, the Servicer 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.


 


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


 


“Sequential
Order”: (i) With respect to payments in respect of principal on the Sequential Pay Certificates on any Distribution Date,
the Class A, Class B, Class C, Class D, Class E, Class F and Class HRR Certificates, in that order; and (ii) with respect to payments
in respect of interest on the Certificates on any Distribution Date, the Class A and Class X-A Certificates, on a pro rata
basis, based on the interest entitlement of each such Class of Certificates with respect to such Distribution Date, and then sequentially
to the Class B, Class C, Class D, Class E, Class F and Class HRR Certificates, in that order, in each case under clauses (i) and
(ii), until the principal or interest, as applicable, payable to each such Class is paid in full.


 


“Sequential
Pay Certificates”: The Class A, Class B, Class C, Class D, Class E, Class F and Class HRR Certificates.


 


“Servicer”:
Wells Fargo Bank, National Association, a national banking association, in its capacity as servicer, and its successors in interest,
or if any successor servicer is appointed as herein provided, such successor servicer.


 


“Servicer Customary
Expenses”: As defined in Section 3.17.


 


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


 


“Servicer Termination
Event”: As defined in Section 7.1(a).


 


“Service(s)”
or “Servicing”: In accordance with Regulation AB, the act of servicing and administering the Whole Loan or any
other assets of the Trust by an entity 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
industry.


 


“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 L hereto.


 


“Servicing Fee”:
With respect to the Trust Loan and the Companion Loan (including any Foreclosed Property), a fee payable monthly to the Servicer
pursuant to Section 3.17 (which includes the Excess Servicing Fee) which will accrue at the Servicing Fee


 



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Rate, computed
on the basis of the same principal amount, in the same manner, and for the same Interest Accrual Period respecting which any related
interest payment on the Note is computed. For the avoidance of doubt, the Servicing Fee shall be deemed payable from the Lower-Tier
REMIC.


 


“Servicing Fee
Rate”: With respect to the Trust Loan, 0.0025% per annum; and with respect to the Companion Loan, a primary servicing
fee rate of 0.00125% per annum.


 


“Servicing Function
Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Certificate Administrator,
the Trustee, the Operating Advisor, the Servicer and the Special Servicer, that is performing activities that address the Applicable
Servicing Criteria as of any date of determination.


 


“Servicing Officer”:
Any officer of the Servicer or the Special Servicer involved in, or responsible for, the administration and servicing of the Whole
Loan whose name and specimen signature appear on a list of servicing officers furnished to the Trustee and the Certificate Administrator
on the Closing Date by the Servicer or the Special Servicer, as applicable, in the form of an Officer’s Certificate, as such
list may from time to time be amended.


 


“Servicing Party”:
As defined in Section 7.2(b).


 


“Servicing-Released
Bid”: As defined in Section 7.2(b).


 


“Servicing-Retained
Bid”: As defined in Section 7.2(b).


 


“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 distribution date under the Other Pooling and Servicing Agreement
occurring on or immediately following the 45th day after the end of such calendar quarter.


 


“Significant
Obligor NOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the 120th day after the end
of such calendar year.


 


“Special Notice”:
As defined in Section 5.6.


 


“Special Servicer”:
Cohen Financial, a Division of SunTrust Bank, in its capacity as special servicer, and its successors in interest, or if any successor
special servicer is appointed as herein provided, such successor special servicer.


 


“Special Servicer
Customary Expenses”: As defined in Section 3.17.


 


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


 


“Special Servicer
Termination Event”: As defined in Section 7.1(a).


 






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“Special Servicing
Fee”: With respect to the Specially Serviced Loan, a fee payable monthly to the Special Servicer equal to an amount computed
on the basis of the same principal amount and for the same period respecting which any related interest payment on the Mortgage
Loan Components is computed, at a rate of 0.25% per annum until the Special Servicing Loan Event with respect to such Specially
Serviced Loan no longer exists. Such fee shall be in addition to, and not in lieu of, any other fee or other sum payable to the
Special Servicer under this Agreement. For the avoidance of doubt, the Special Servicing Fee shall be deemed payable from the Lower-Tier
REMIC.


 


“Special Servicing
Loan Event”: With respect to the Whole Loan, (i) the Mortgage Loan Borrowers have not made two (2) consecutive Monthly
Payments (and have not cured at least one such delinquency by the next Mortgage Loan Payment Date under the Mortgage Loan Documents)
in respect of the Whole Loan; (ii) the Servicer and/or the Trustee have made three (3) consecutive Monthly Payment Advances with
respect to the Trust Loan (regardless of whether such Monthly Payment Advances have been reimbursed); (iii) the Mortgage Loan Borrowers
fail to make the Balloon Payment when due, and the Mortgage Loan Borrower has not delivered to the Servicer, on or before the Mortgage
Loan Payment Date of such Balloon Payment, a fully executed term sheet or binding commitment from an acceptable lender and reasonably
satisfactory in form and substance to the Servicer that provides that such refinancing will occur within one hundred twenty (120)
days after the date on which such Balloon Payment will become due (provided that a Special Servicing Loan Event will occur
if either (x) such refinancing does not occur before the expiration of the time period for refinancing specified in such fully
executed term sheet or binding commitment or (y) the Servicer is required to make a Monthly Payment Advance at any time prior to
such refinancing); (iv) the Servicer has received notice that the Mortgage Loan Borrowers have become the subject as debtor of
any bankruptcy, insolvency or similar proceeding, admitted in writing the inability to pay its debts as they come due or made an
assignment for the benefit of creditors; (v) the Servicer has received notice of a foreclosure or threatened foreclosure of a lien
on the Property; (vi) the Mortgage Loan Borrowers have expressed in writing to the Servicer an inability to pay the amounts owed
under the Mortgage Loan in a timely manner, (vii) in the judgment of the Servicer (consistent with Accepted Servicing Practices),
a default in the payment of principal or interest under the Whole Loan is reasonably foreseeable unless (a) such reasonably foreseeable
default is solely related to a reasonably foreseeable default in the payment of the Balloon Payment on the Stated Maturity Date,
(b) the Mortgage Loan Borrowers request the extension of the Stated Maturity Date, (c) the Servicer (with the consent of the Special
Servicer), grants an extension of the Stated Maturity Date pursuant to Section 3.4 hereof and (d) such extension occurs
prior to the Stated Maturity Date; or (viii) a default under the Whole Loan of which the Servicer has notice (other than a failure
by the Mortgage Loan Borrowers to pay principal or interest) and that materially and adversely affects the interests of the Certificateholders
or the Companion Loan Holders has occurred and remains unremedied for the applicable grace period specified in the Mortgage Loan
Documents (or, if no grace period is specified, sixty (60) days); provided, that a Special Servicing Loan Event will cease
(a) with respect to the circumstances described in any of clauses (i), (ii) and (iii) above, when the Mortgage Loan Borrowers have
brought the Whole Loan current (including pursuant to the workout of the Whole Loan) and with respect to clauses (i) and (ii) above,
after the occurrence of such event when the Mortgage Loan Borrowers make three (3) consecutive full and timely Monthly Payments
on the Whole Loan, or (b) with respect to the circumstances described in clauses (iv), (v), (vi), (vii) and (viii) above, when
such


 



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circumstances cease to exist in the judgment of the Special Servicer (consistent with Accepted Servicing Practices); provided,
in any case, that at that time no other circumstance exists (as described above) that would constitute a Special Servicing Loan
Event.


 


“Specially Serviced
Loan”: The Whole Loan after the occurrence and during the continuance of a Special Servicing Loan Event.


 


“Sponsor Percentage
Interest”: As to GSMC, a 81% interest in the Trust Loan and as to GACC, a 19% interest in the Trust Loan.


 


“Sponsor”:
As defined in the Introductory Statement.


 


“Startup Day”:
As defined in Section 11.1(c).


 


“Spread Maintenance
Premium”: The “Spread Maintenance Payment” as defined in the Mortgage Loan Agreement.


 


“Stated Maturity
Date”: The Mortgage Loan Payment Date in November 2027, or such earlier date as may result from acceleration of the Whole
Loan in accordance with the terms of the Mortgage Loan 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 industry) of the Whole Loan but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to the Whole Loan under the direction or authority of the Servicer (or
a Sub-Servicer of the Servicer), the Special Servicer (or a Sub-Servicer of the Special Servicer) or an Additional Servicer (or
a Sub-Servicer of an Additional Servicer).


 


“Sub-Servicer”:
Any Person that (i) Services the Whole Loan on behalf of the Servicer, Special Servicer or any Sub-Servicer and (ii) is responsible
for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the servicing functions
required to be performed by the Servicer, Special Servicer, Servicing Function Participant or an Additional Servicer, under this
Agreement, with respect to the Whole Loan, that are identified in Item 1122(d) of Regulation AB.


 


“Successful
Bidder”: As defined in Section 7.2(b).


 


“Successor Manager”:
Any independent contractor as selected or retained by the Special Servicer, on behalf of the Trust, to serve as manager of a Foreclosed
Property, which designation, as evidenced by a Rating Agency Confirmation from each Rating Agency, will not result in the downgrade,
withdrawal or qualification of the ratings assigned to the Certificates by such Rating Agency.


 


“Tax Matters
Person”: The Person designated as the “tax matters person” of the Upper-Tier REMIC and the Lower-Tier REMIC,
pursuant to Treasury Regulations Section 1.860F-4(d).


 






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“Temporary Regulation
S Global Certificate”: As defined in Section 5.2(a).


 


“Terminated
Party”: As defined in Section 7.1(d).


 


“Terminating
Party”: As defined in Section 7.1(d).


 


“Third Party
Purchaser”: Core Credit Partners A LLC a Delaware limited liability company, or any Person that purchases the Certificates
comprising the Required Third Party Purchaser Retention Amount in accordance with this Agreement and applicable laws and regulations.


 


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


 


“Transaction
Parties”: As defined in Section 5.3(o).


 


“Treasury”:
The United States Department of the Treasury.


 


“Treasury Constant
Yield”: As defined in the Mortgage Loan Agreement.


 


“Transferee
Affidavit”: As defined in Section 5.3(n)(ii).


 


“Transferor
Letter”: As defined in Section 5.3(n)(ii).


 


“Trust”:
The trust formed pursuant to this Agreement.


 


“Trust Fund”:
The corpus of the Trust created by this Agreement, consisting of (i) the Trust Loan, including the related Notes, together with
the Mortgage File relating thereto; (ii) all scheduled and unscheduled payments on or collections in respect of the Trust Loan
(including all interest that accrues on the Trust Loan on or after the Cut-off Date and all scheduled principal received
on or with respect to the Trust Loan on the Cut-off Date); (iii) the Foreclosed Property (but only to the extent of the Trust’s
interest in such Foreclosed Property) and Foreclosed Property Account; (iv) all revenues received in respect of the Foreclosed
Property (but only to the extent of the Trust’s interest in such Foreclosed Property); (v) the Servicer’s, Special
Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect
to the Property required to be maintained pursuant to this Agreement and any proceeds thereof (but only to the extent of the Trust’s
interest therein); (vi) any Collateral Security Documents; (vii) any indemnities or guaranties given as additional security for
the Notes (including the Environmental Indemnity relating to the Property); (viii) all funds deposited in the Collection Account,
the Interest Reserve Account and the Distribution Account, including reinvestment income thereon (except as otherwise provided
herein); (ix) the rights and remedies of the Depositor under the Loan Purchase Agreement; (x) the security interest in the Reserve
Accounts granted pursuant to Section 2.1 (but only to the extent of the Trust’s interest therein); (xi) all other
assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC; (xii) the Uncertificated Lower-Tier
Interests; and (xiii) the proceeds of any of the foregoing.


 






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“Trust Fund
Expenses”: Any unanticipated and certain other default related expenses incurred by the Trust Fund (including, without
limitation, all interest on Advances and all Mortgage Loan Borrowers’ Reimbursable Trust Fund Expenses, to the extent not
reimbursed by the Mortgage Loan Borrowers) and all other amounts (such as indemnification payments to any party to this Agreement)
permitted to be retained, reimbursed or withdrawn and remitted by the Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator or the Trustee, as applicable, from the Collection Account or the Distribution Account pursuant to this
Agreement.


 


“Trust Loan”:
As defined in the Introductory Statement.


 


“Trust Loan
Rate”: With respect to any Interest Accrual Period and the Trust Loan, the per annum rate at which interest (but not
Default Interest) accrues thereon for such Interest Accrual Period as specified in the Loan Agreement.


 


“Trust Notes”:
As defined in the Introductory Statement.


 


“Trust REMIC”:
The Upper-Tier REMIC or the Lower-Tier REMIC, individually or collectively, as the context may require.


 


“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 portion of the Certificate Administrator Fee payable monthly by the Certificate Administrator to the Trustee pursuant to Section
8.5.


 


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


 


“Uncertificated
Lower-Tier Interests”: Any of the Class LA, Class LB, Class LC, Class LD, Class LE, Class LF and Class LHRR Uncertificated
Interests.


 


“Unfunded Obligations
Guaranty”: As defined in the Mortgage Loan Agreement.


 


“Uninsured Cause”:
Any cause of damage to property of the Mortgage Loan Borrowers subject to the Mortgage such that the complete restoration of such
property is not fully reimbursable (but without regard to any applicable deductible provisions) by any insurance policy required
to be maintained with respect thereto pursuant to the terms of the Mortgage Loan Documents or this Agreement.


 


“Unscheduled
Payments”: With respect to any Distribution Date, all payments and collections received by the Servicer, the Special
Servicer, the Certificate Administrator or the Trustee, as applicable, with respect to the Whole Loan or upon foreclosure or liquidation
of the Property (net of related foreclosure expenses and Liquidation Expenses) during the related Collection Period including,
but not limited to, prepayments due to acceleration of the Whole Loan, Net Liquidation Proceeds, Insurance Proceeds, Condemnation
Proceeds, Net Foreclosure Proceeds, voluntary prepayments and other payments and collections on the Whole Loan not scheduled to
be received, other than Monthly Payments or the Balloon Payment.


 






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“Upper-Tier
Distribution Account”: A subaccount of the Distribution Account, which shall be an asset of the Trust Fund and the Upper-Tier
REMIC.


 


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


 


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


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of Certificates. At any
time that any Certificates are outstanding, the Voting Rights shall be allocated to each Class of Certificateholders as follows:
(1) 4% in the aggregate to the Class X Certificates (for so long as the Notional Amount of such Class has not been reduced to zero)
and (2) in the case of any other Class of Certificates, a percentage equal to the product of (x) 96% and (y) a percentage equal
to the aggregate Certificate Balance (and in connection with certain votes under this Agreement, taking into account any notional
reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Sequential Pay Certificates) of the Class,
in each case, determined as of the prior Distribution Date, divided by the aggregate Certificate Balance (and in connection with
certain votes under this Agreement, taking into account any notional reduction in the Certificate Balance, for Appraisal Reduction
Amounts allocated to the Sequential Pay Certificates) of all Classes of Certificates, each determined as of the prior Distribution
Date. The Class R Certificates shall not be entitled to any Voting Rights.


 


“Whole Loan”:
As defined in the Introductory Statement hereto.


 


“Whole Loan
Rate”: A fixed per annum rate equal to 3.6045425532%.


 


“Withheld Amounts”:
As defined in Section 3.4(d).


 


“Workout Fee”:
A fee payable to the Special Servicer pursuant to Section 3.17 equal to 0.50% of each payment of principal and interest
(other than Default Interest) made on the Whole Loan following resolution of a Special Servicing Loan Event by a written agreement
with the Mortgage Loan Borrower negotiated by the Special Servicer for so long as another Special Servicing Loan Event does not
occur. For the avoidance of doubt, the intent of Section 9.17 of the Mortgage Loan Agreement requires the Mortgage Loan Borrower
to be responsible for the payment of Workout Fees and the Special Servicer will be entitled to, and may collect, any Workout Fees
payable to it from the Mortgage Loan Borrower pursuant to such Section 9.17 of the Mortgage Loan Agreement as would be calculated
hereunder.


 






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Notwithstanding the foregoing, the Workout Fee with respect to the Specially Serviced Loan shall be reduced by any Modification
Fees paid by or on behalf of the Mortgage Loan Borrower and received by the Special Servicer as compensation, but only to the extent
those fees have not previously been deducted from a Workout Fee or Liquidation Fee.


 


“Yield Maintenance
Premium”: As defined in the Mortgage Loan Agreement.


 


Section
1.2.     Interpretation. (a)       Whenever this Agreement refers to a Distribution Date
and a “related” Collection Period, Interest Accrual Period or Mortgage Loan Payment Date, such reference shall be
to the Collection Period, Interest Accrual Period or Mortgage Loan Payment Date, as applicable, immediately preceding such
Distribution Date.


 


(b)       Whenever
this Agreement refers to a Distribution Date and an “applicable” Pass-Through Rate, such reference shall be to the
Pass-Through Rate for the applicable Class for the related Interest Accrual Period.


 


(c)        The
words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Exhibit references
contained in this Agreement are references to Sections and Exhibits in or to this Agreement unless otherwise specified.


 


(d)        Interest
on the Certificates shall be computed (including interest at any Pass-Through Rate) on the basis of a 360 day year consisting of
twelve 30-day months.


 


Section
1.3.     Certain Calculations in Respect of the Trust Loan or the Whole Loan. (a) All amounts
collected by or on behalf of the Trust in respect of the Trust Loan or the Whole Loan, as applicable, in the form of payments
from the Mortgage Loan Borrower, Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds 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 and the Co-Lender Agreement; provided, however,
in the absence of such express provisions in the Mortgage Loan Documents or if and to the extent that such terms authorize
the Mortgage Loan Lender to use its discretion and in any event for purposes of calculating distributions hereunder after a
Mortgage Loan Event of Default, all such amounts collected will be applied in the following order of priority: first,
as a recovery of any related and unreimbursed Advances plus interest accrued thereon and, without duplication, unreimbursed
Mortgage Loan Borrowers’ Reimbursable Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances or
interest on Nonrecoverable Advances to the extent previously reimbursed from principal collections with respect to the Whole
Loan or Trust Loan, as applicable (which amount allocated to the Trust Loan is required to be treated as a collection on the
Trust Loan in respect of principal in calculating the Regular Principal Distribution Amount); third, less any amounts
reimbursed as Monthly Payment Advances in clause (i) above, as a recovery of accrued and unpaid interest on the Note
to the extent of the excess of (i) accrued and unpaid interest on the Note at the Mortgage Loan Rate (without giving effect
to any increase in the Mortgage Loan Rate required under the Mortgage Loan Agreement as a result of a default under the Trust
Loan) through and including the end of the related Interest Accrual Period in which such collections are


 



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received by or on
behalf of the Trust (or, in the case of a full Monthly Payment from the Mortgage Loan Borrower, through the related
Distribution Date), over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the
related Monthly Payment Advances for the Note that have occurred in connection with Appraisal Reduction Amounts (to the
extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth
below on earlier dates) (such accrued and unpaid interest to be applied pursuant to the Co-Lender Agreement); fourth,
as a recovery of principal of the Whole Loan or the Trust Loan, as applicable, then due and owing, including by reason of
acceleration of the Whole Loan following a Mortgage Loan Event of Default (or, if the Whole Loan has been liquidated, as a
recovery of principal to the extent of its entire remaining unpaid principal balance) (such principal to be applied pursuant
to the Co-Lender Agreement); fifth, as a recovery of accrued and unpaid interest on the Trust Loan to the extent of
the cumulative amounts of reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances
for the Trust Loan that have occurred in connection with related Appraisal Reduction Amounts (to the extent collections have
not been applied as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates); sixth,
as a recovery of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes,
assessments and insurance premiums and similar items relating to the Whole Loan or the Trust Loan, as applicable; seventh,
as a recovery of any other reserves to the extent then required to be held in escrow; eighth, as a recovery of any
Yield Maintenance Premium then due and owing under the Whole Loan or the Trust Loan, as applicable, (such Yield Maintenance
Premium to be applied according to the Co-Lender Agreement); ninth, as a recovery of any Default Interest or late
charges then due and owing under the Whole Loan or the Trust Loan, as applicable (such Default Interest and late charges to
be applied pursuant to the Co-Lender Agreement); tenth, as a recovery of any assumption fees, assumption application
fees, defeasance fees, consent fees, release fees, substitution fees, Modification Fees and similar fees then due and owing
under the Whole Loan or Trust Loan, as applicable; and eleventh, as a recovery of any other amounts then due and owing
under the Whole Loan or Trust Loan, as applicable (if both consent fees and Operating Advisor Consulting Fees are due and
owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees), provided that, to
the extent required under the REMIC Provisions, payments or proceeds received with respect to the release of any portion of
the Property (including following a condemnation) from the lien of the Mortgage and Mortgage Loan Documents must be allocated
to reduce the principal balance of the Trust Loan in the manner permitted by such REMIC Provisions if, immediately following
such release, the loan-to value ratio of the Whole Loan exceeds 125% (based solely on real property and excluding
any personal property and going concern value).


 


(b)       Collections
by or on behalf of the Trust in respect of the Foreclosed Property (exclusive of amounts to be applied to the payment of the costs
of operating, managing, leasing, maintaining and disposing of such Foreclosed Property) shall be applied in the following order
of priority: first, as a recovery of any related and unreimbursed Advances plus interest accrued on such advances with respect
to the Whole Loan or the Trust Loan, as applicable, and, without duplication, unreimbursed Mortgage Loan Borrower Reimbursable
Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances or interest on Nonrecoverable Advances to the extent
previously reimbursed from principal collections with respect to the Whole Loan or the Trust Loan, as applicable, (which amount
allocated to the Trust Loan is required to be treated as a collection on the Trust Loan in respect of principal in


 



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calculating
the Regular Principal Distribution Amount); third, less any amounts reimbursed as Monthly Payment Advances in clause
(i) above as a recovery of accrued and unpaid interest on each Note, to the extent of the excess of (i) accrued and unpaid
interest on such Note at the Note Rate of such Note (without giving effect to any increase in such Note Rate of such Note required
under the Mortgage Loan Agreement as a result of a default under the Whole Loan or Trust Loan, as applicable) through and including
the end of the related Interest Accrual Period in which such collections are received by or on behalf of the Trust, over (ii) the
cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances for
such Trust Loan that have occurred in connection with Appraisal Reduction Amounts (to the extent that collections have not been
applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates) (such accrued and
unpaid interest to be applied pursuant to the Co-Lender Agreement); fourth, as a recovery of principal of the Whole Loan
or Trust Loan, as applicable, to the extent of its entire unpaid principal balance (such principal to be applied pursuant to the
Co-Lender Agreement); fifth, as a recovery of accrued and unpaid interest on the Trust Loan to the extent of the cumulative
amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances for the Trust Loan
that have occurred in connection with related Appraisal Reduction Amounts (to the extent that collections have not been applied
as a recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates); sixth, as a recovery
of any Yield Maintenance Premium then due and owing under the Whole Loan or Trust Loan, as applicable (such Yield Maintenance Premium
to be applied pursuant to the Co-Lender Agreement); seventh, as a recovery of any Default Interest or late charges then
deemed to be due and owing under the Whole Loan; eighth, as a recovery of any assumption fees, assumption application fees,
defeasance fees, consent fees, release fees, substitution fees, Modification Fees and similar fees then due and owing under the
Whole Loan or the Trust Loan, as applicable; and ninth, as a recovery of any other amounts deemed to be due and owing in
respect of the Whole Loan or Trust Loan, as applicable (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).


 


(c)        Notwithstanding
anything to the contrary in the Co-Lender Agreement, but without changing any allocations under the Co-Lender Agreement between
the Trust Loan and the Companion Loan, upon liquidation of the Trust Loan, a Note related to the Trust Loan or any Foreclosed Property,
all Net Liquidation Proceeds received with respect to the Trust Loan or such Note will be applied so that amounts allocated as
a recovery of accrued and unpaid interest on the Trust Loan will not, for purposes of making distributions on the Certificates,
include accrued and unpaid interest on the Trust Loan that has not been advanced by the Servicer as a result of Appraisal Reductions
Amounts with respect to the Trust Loan or such Note, as applicable, (“Appraisal Reduced Interest”). After the
adjusted interest amount is so allocated, any remaining Net Liquidation Proceeds received with respect to the Trust Loan or such
Note, as applicable will be allocated to pay principal on the Trust Loan or such Note, as applicable until the unpaid principal
amount thereof has been reduced to zero. Any remaining Net Liquidation Proceeds received with respect to the Trust Loan or such
Note, as applicable would then be allocated to pay Appraisal Reduced Interest.


 


(d)       All
net present value calculations and determinations made under this Agreement with respect to the Whole Loan, the Trust Loan, the
Companion Loan or the


 






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Property or any Foreclosed Property (including for purposes of the definition of “Accepted Servicing
Practices”) shall be made using a discount rate appropriate for the type of cash flows being discounted; namely (i) for principal
and interest payments on the Whole Loan, the Trust Loan or such Companion Loan or sale of the Whole Loan, the Trust Loan or such
Companion Loan if it is a defaulted loan, the highest of (1) the rate determined by the Servicer or Special Servicer, as applicable,
that approximates the market rate that would be obtainable by the Mortgage Loan Borrower on similar debt of the Mortgage Loan Borrower
as of such date of determination, (2) the Mortgage Loan Rate and (3) the yield on the most recently issued 10-year U.S. treasuries
and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal
(or update of such Appraisal).


 


Article 2



DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES


 


Section
2.1.     Creation and Declaration of Trust; Conveyance of the Trust Loan. (a) The Depositor, concurrently with the
execution and delivery hereof, hereby sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be
conveyed in trust to the Trustee for the benefit of Certificateholders, without recourse (except to the extent otherwise
provided herein and in the Mortgage Loan Documents), the Depositor’s right, title and interest, whether now owned or
hereafter acquired, now existing or hereafter arising, wherever located, in and to all of the items referred to in the
definition of “Trust Fund”, including without limitation (i) all rights and remedies of the Depositor under the
Loan Purchase Agreement, (ii) all right, title and interest of the Depositor in, to and under the Reserve Accounts, (iii) all
right, title and interest of the Depositor in and to the Trust Loan as of the Closing Date and (iv) all other assets included
or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC. Such sale, transfer and assignment include
any related escrow accounts and any security interest under the Trust Loan (whether in real or personal property and whether
tangible or intangible) and all related rights to payments made or required to be made to the Depositor by the Mortgage Loan
Borrower or any other party under the Mortgage Loan Documents relating to the Trust Loan. Such sale, transfer and assignment
further include all Mortgage Loan Documents relating to the Trust Loan.


 


(b)        In
connection with such sale, transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian (with
copies to the Servicer) (i) the original Note A-1-S, Note A-2-S, Note B-1-S and Note B-2-S (or if any such Note has been lost,
a lost note affidavit), endorsed without recourse to the order of the Trustee in the following form: “Pay to the order of
Wilmington Trust, National Association, solely in its capacity as Trustee for the benefit of the Holders of the Worldwide Plaza
Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates, Series 2017-WWP, without recourse or warranty except as set forth
in the Trust and Servicing Agreement dated as of November 10, 2017, among GS Mortgage Securities Corporation II, as Depositor,
Wells Fargo Bank, National Association, as Servicer, Special Servicer, Certificate Administrator and Custodian, Wilmington Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor”, which Notes and all endorsements
thereon shall show a complete chain of endorsement from the original payee(s) to the Trustee and (ii) on or before


 



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the date occurring
fifteen (15) days after the Closing Date (the “Delivery Date”), the following documents or instruments with
respect to the Trust Loan (collectively with the original Notes required under clause (i) above, the “Mortgage File”),
in each case executed by the parties thereto:


 


(A)       the
original Mortgage Loan Agreement, including all amendments thereto;


 


(B)       each
original recorded counterpart of the Mortgage or certified copies of the recorded counterparts of the Mortgage;


 


(C)       the
original recorded Assignment of Mortgage, in favor of the Trustee, and in a form that is complete and suitable for recording in
the applicable jurisdiction in which the Property is located to “Wilmington Trust, National Association, solely in its capacity
as Trustee for the benefit of the Holders of the Worldwide Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates,
Series 2017-WWP”, without recourse;


 


(D)       an
original of the Environmental Indemnity;


 


(E)       an
original of the Lockbox Agreement;


 


(F)       an
original of the Guaranty;


 


(G)       an
original of the Cash Management Agreement;


 


(H)       where
applicable, a copy of each UCC-1 financing statement (and an original thereof shall have been sent for filing), together with a
fully executed UCC-3 financing statement, in a form that is complete and suitable for filing, disclosing the assignment from the
secured party named in such UCC-1 financing statement to the Trustee of the security interest in the personal property and other
UCC collateral constituting security for repayment of the Whole Loan;


 


(I)         the
lender’s title insurance policies obtained in connection with the origination of the Whole Loan (or marked, signed commitments
to insure or pro forma title insurance policies), together with any endorsements thereto (which may be in the form of an
electronically issued policy);


 


(J)        a
copy of the Co-Lender Agreement;


 


(K)       any
other material written agreements related to the Whole Loan or any other documents and/or certifications executed and/or delivered
by the Mortgage Loan Lender, the Mortgage Loan Borrowers, the Guarantor or any other person or entity in connection with the closing
of the Whole Loan or any amendment thereof and any legal opinions delivered in connection with the closing of the Whole Loan;


 


(L)       a
copy of the Property Management Agreement;


 






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(M)      all
other instruments, if any, constituting additional security for the repayment of the Whole Loan;


 


(N)       a
copy of any consent and subordination of management agreement;


 


(O)       an
original of each Amenities Loan assignment document;


 


(P)       a
copy of each Mezzanine Loan Agreement, each Mezzanine Loan note, each mezzanine pledge agreement, each mezzanine contribution agreement,
each mezzanine guaranty agreement, each mezzanine environmental indemnity, each mezzanine assignment of title insurance proceeds,
each mezzanine subordination of management agreement and an original of the Intercreditor Agreement, including all amendments;
and


 


(Q)       any
and all amendments, modifications and supplements to, and waivers related to, any of the foregoing.


 


If the Depositor cannot
deliver, or cause to be delivered, any of the documents and/or instruments referred to in clauses (ii)(B), (C) and (H)
of this Section 2.1(b) with evidence of filing or recording thereon (if intended to be recorded or filed), solely because
of a delay caused by the public filing or recording office where such document or instrument has been delivered for filing or recordation,
the delivery requirements of Section 2.1 shall be deemed to have been satisfied on a provisional basis as of the Delivery
Date as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been
included in the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or instrument (certified by
the applicable public filing or recording office, the applicable title insurance company or the Sponsor to be a true and complete
copy of the original thereof submitted for filing or recording) is delivered to the Custodian on or before the Delivery Date, and
either the original of such non-delivered document or instrument, or a photocopy thereof (certified by the appropriate county recorder’s
office, in the case of the documents and/or instruments referred to in clause (ii)(B), (C) and (H) of this Section
2.1 (b) to be a true and complete copy of the original thereof submitted for recording), with evidence of filing or recording
thereon, is delivered to the Custodian within 180 days of the Closing Date (or within such longer period, not to exceed eighteen
(18) months, after the Closing Date as the Custodian shall consent to, so long as the Depositor is, as certified in writing to
the Custodian no less often than every ninety (90) days, attempting in good faith to obtain from the appropriate public filing
office or county recorder’s office such original or photocopy).


 


The Depositor shall cause
the Sponsor to provide the Servicer a copy of the Mortgage File on or prior to the Closing Date and promptly following the Closing
Date, at its own expense, with copies of all such other documents in its possession constituting part of the Mortgage File.


 


In addition, the Depositor
shall deliver or cause to be delivered to the Servicer for its review, all required insurance policies or certificates issued by
the insurers showing such


 



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insurance to be in effect on the Closing Date, together with proof of payment of premiums relating thereto
(which may consist of such policies or certificates).


 


Each Assignment of the
Mortgage, assignment of a Collateral Security Document (to the extent such documents are required to be recorded or filed) and
UCC-3 financing statements to be filed in the appropriate public recording office for real property records or UCC financing statements
shall be filed or recorded, as applicable, by the Sponsor or its designee, with instructions to return all such recorded documents,
or other evidences of filing issued by the applicable governmental offices, to the Custodian at 1055 10th Avenue Southeast,
Minneapolis, Minnesota 55414, with a copy to the Servicer. In the event that any such document is determined to be defective or
not to be in compliance with the requirements of the applicable filing office or recording depository, or if any such document
is lost or returned unrecorded because of a defect therein, the Sponsors or their designee shall, upon receipt of the Custodian’s
exception report, prepare a substitute document. The Sponsors or their designee shall file or record (or cause to be filed or recorded)
such substitute document upon its receipt thereof in the appropriate filing offices or record depositories. Notwithstanding anything
to the contrary contained in this Section 2.1(b), in those instances where the public recording office retains the original
Mortgage, Assignment of Mortgage or assignment of a Collateral Security Document, if applicable, after any has been recorded, the
obligations of the Depositor hereunder and the obligations of the Sponsor under the Loan Purchase Agreement shall be deemed to
have been satisfied upon delivery to the Custodian of a copy of such Mortgage, Assignment of Mortgage or assignment of a Collateral
Security Document, if applicable, certified by the public recording office to be a true and complete copy of the recorded original
thereof.


 


The ownership of the
Notes, the Mortgage, the Collateral Security Documents and all other contents of the Mortgage File shall be vested in the Trust
or the Trustee in trust for the benefit of the Certificateholders, other than the Notes related to the Companion Loans, the Companion
Loan Holders. The Depositor, the Certificate Administrator, the Servicer and the Special Servicer agree to take no action inconsistent
with the Trustee’s ownership of the Trust Loan and to promptly indicate to all inquiring parties that the Trust Loan has
been sold and to claim no ownership interest in the Whole Loan. All original documents relating to the Trust Loan that are not
delivered to the Custodian are and shall be held by the Depositor, the Servicer or the Special Servicer, as the case may be, in
trust for the benefit of the Certificateholders. In the event that any such original document is required pursuant to the terms
of this Section 2.1(b) to be a part of a Mortgage File, such document shall be delivered promptly to the Custodian.


 


The conveyance of the
Trust Loan and the related rights and property accomplished hereby is absolute and is intended by the Depositor to constitute an
absolute sale and transfer of the Trust Loan and such other related rights and property by the Depositor to the Trustee in trust
for the benefit of the Certificateholders (and as set forth herein, the Companion Loan Holders), in exchange for the Certificates
being sold by the Depositor. Furthermore, it is not intended that such conveyance be a pledge of security for the Trust Loan. If
such conveyance is determined to be a pledge of security for the Trust Loan, however, the Depositor and the Trustee intend that
the rights and obligations of the parties to the Trust Loan shall be established pursuant to the terms of this Agreement. The Depositor
and the Trustee also intend and agree that, in such event, (i) this Agreement shall constitute a security agreement under applicable
law, (ii) the Depositor shall be deemed to have granted to the Trustee (in such


 



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capacity) a first priority security interest in
all of the Depositor’s right, title and interest in and to the assets constituting the Trust Fund, including the Trust Loan
subject hereto from time to time, all amounts received on or with respect to the Trust Loan after the Closing Date, all amounts
held from time to time in the Collection Account, the Distribution Account, and, if established, the Foreclosed Property Account,
and all of the Depositor’s right, title and interest under the Loan Purchase Agreement, (iii) the possession by the Custodian
or its agent of the Notes with respect to the Trust Loan subject hereto from time to time and such other items of property as constitute
instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or
possession by a purchaser or person designated by such secured party for the purpose of perfecting such security interest under
applicable law, and (iv) notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property,
shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees
or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law.


 


Section
2.2.     Acceptance by the Trustee, the Custodian and the Certificate Administrator. (a) By its execution and delivery
of this Agreement, the Trustee acknowledges the assignment to it of the Trust Loan in good faith without notice of adverse
claims and the Custodian declares that, in its capacity as Custodian, it holds and will hold or will cause to be held such
documents as are delivered to it constituting the Mortgage File (to the extent the documents constituting the Mortgage File
are actually delivered to it) in trust, upon the conditions herein set forth, for the use and benefit of all present and
future Certificateholders and the Companion Loan Holders.


 


(b)       The
execution and delivery of this Agreement by the Custodian shall constitute certification by the Custodian, that (i) the original
Note A-1-S, Note A-2-S, Note B-1-S and Note B-2-S as specified in clause (b)(i) of the definition of “Mortgage File”
and all allonges thereto, if any, has been received by the Custodian; and (ii) such original Notes have been reviewed by the Custodian
and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed
by the Mortgage Loan Borrowers), (B) appear to have been executed and (C) purport to relate to the Trust Loan. The Custodian agrees
to review or cause to be reviewed the Mortgage File within 30 days after the Closing Date, and to deliver to the Depositor, the
Sponsor, the Trustee, the Servicer and the Special Servicer a report (substantially in the form of Exhibit W) certifying, subject
to any exceptions found by it in such review, that (A) all documents referred to in Section 2.1(b) have been received, and
(B) all documents have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (as applicable)
and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Trust Loan. The Custodian shall
have no responsibility for reviewing the Mortgage File except as expressly set forth in this Section 2.2(b). The Custodian
shall be under no duty or obligation to inspect, review, or examine any such documents, instruments or certificates to independently
determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose,
whether the text of any assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms
to the requirements of Section 2.1(b)), whether any document has been recorded in accordance with the requirements of any
applicable jurisdiction, to independently determine that any document has actually been


 



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filed or recorded in the appropriate office,
that any document is other than what it purports to be on its face, or whether the title insurance policies relate to the Property.


 


(c)       Upon
the first anniversary of the Closing Date, the Custodian shall (i) deliver to the Depositor, the Trustee, the Sponsor, the Mortgage
Loan Borrowers, the Servicer and the Special Servicer a final exception report as to any remaining documents that are not in the
Mortgage File and (ii) request that the Sponsor cause such document deficiency to be cured.


 


Section
2.3.     Representations and Warranties of the Trustee. (a) The Trustee hereby represents and
warrants to the other parties hereto that as of the Closing Date:


 


(i)         the
Trustee is a national banking association, duly organized, validly existing, and is in good standing under the laws of the United
States of America; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise
and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


 


(ii)     
  the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of
this Agreement will not violate the Trustee’s articles of association or constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract,
agreement or other instrument to which the Trustee is a party or which may be applicable to the Trustee or any of its assets,
which default or breach of such material contract, agreement or other instrument would have a material adverse effect on the
Trustee’s performance of its obligations hereunder;


 


(iii)      except
to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate
trustee be appointed to act with respect to such property as contemplated by Section 8.10, the Trustee has the full power
and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution,
delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)      this
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation
of the Trustee, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited
by bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the
rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding
in equity or at law);


 


(v)       the
Trustee, to its actual knowledge, is not in violation of, and the execution and delivery of this Agreement by the Trustee and its
performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree
of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States
of America having


 



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jurisdiction, which violation would have consequences that would materially and adversely affect the condition
(financial or other) or operations of the Trustee or that would materially affect the performance of its duties hereunder or thereunder;


 


(vi)      no
consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory
agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such approval
has been obtained prior to the Closing Date;


 


(vii)     to
the best of the Trustee’s knowledge, no litigation is pending or threatened against the Trustee which would prohibit its
entering into or materially and adversely affect its ability to perform its obligations under this Agreement;


 


(viii)    the
Trustee is covered by errors and omissions insurance coverage which is in full force and effect or otherwise complies with the
requirements of Section 8.6(b); and


 


(ix)       to
the actual knowledge of the Trustee, the Trustee is not Risk Retention Affiliated with the Third Party Purchaser.


 


(b)       The
respective representations and warranties of the Trustee set forth in this Section 2.3 shall survive until the termination
of this Agreement, and shall inure to the benefit of the other parties hereto.


 


Section 2.4.     Representations
and Warranties of the Servicer.


 


(a)       Wells
Fargo Bank, National Association, as the Servicer, hereby represents and warrants to the other parties hereto that as of the Closing
Date:


 


(i)         it
is a national banking association, duly organized, validly existing, and in good standing under the laws of the United States of
America; it is, and throughout the term of this Agreement shall remain, duly authorized and qualified to transact business in the
jurisdiction where the Property is located to the extent required by applicable law and necessary to ensure the enforceability
of the Trust Loan and the Companion Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess
all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and
comply with its obligations under this Agreement;


 


(ii)        the
execution and delivery of this Agreement and its performance of and compliance with the terms hereof in the manner contemplated
by this Agreement will not violate its articles of association or by-laws, or any other material instrument governing its operations,
or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute a default (or
any event which, with notice or lapse of time or both, would constitute a default) under any material contract, agreement, or other
instrument to which it is a party or which may be applicable to any of its assets, which violation or default would have consequences
that would materially and adversely affect its financial condition or its ability to perform its obligations hereunder;


 






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(iii)       this
Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to
bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the application of the
rules of equity, including those respecting the availability of specific performance;


 


(iv)      it
has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement has
been duly executed and delivered by it;


 


(v)       all
consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for
the execution, delivery and performance of this Agreement by it have been obtained or made;


 


(vi)      there
is no pending action, suit or proceeding, arbitration or governmental investigation against it, the outcome of which, in its reasonable
judgment, could reasonably be expected to prohibit it from entering into this Agreement or materially and adversely affect its
ability to perform its obligations under this Agreement;


 


(vii)      it
has errors and omissions insurance and fidelity bond coverage which is in full force and effect and complies with the requirements
of Section 3.11(d); and


 


(viii)    to
the actual knowledge of the Servicer, the Servicer is not Risk Retention Affiliated with the Third Party Purchaser.


 


(b)       The
representations and warranties of the Servicer set forth in this Section 2.4 shall survive until termination of this Agreement,
and shall inure to the benefit of the parties hereto.


 


Section
2.5.     Representations and Warranties of the Special Servicer. (a) Cohen Financial, a
Division of SunTrust Bank, as the Special Servicer, hereby represents and warrants to the other parties hereto that as of the
Closing Date:


 


(i)         it
is a division of a banking corporation, duly organized, validly existing, and in good standing under the laws of the State of Georgia;
it is, and throughout the term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction
where the Property is located to the extent required by applicable law and necessary to ensure the enforceability of the Trust
Loan and the Companion Loans in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite
authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with
its obligations under this Agreement;


 


(ii)        the
execution and delivery of this Agreement and its performance of and compliance with the terms hereof in the manner contemplated
by this Agreement will not violate its articles of association or by-laws, or any other material instrument governing its operations,
or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute a default (or
any event which, with notice or lapse of time or both, would constitute a default) under any material contract, agreement, or


 



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other
instrument to which it is a party or which may be applicable to any of its assets, which violation or default would have consequences
that would materially and adversely affect its financial condition or its ability to perform its obligations hereunder;


 


(iii)       this
Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to
bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the application of the
rules of equity, including those respecting the availability of specific performance;


 


(iv)       it
has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement has
been duly executed and delivered by it;


 


(v)       all
consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for
the execution, delivery and performance of this Agreement by it have been obtained or made;


 


(vi)       there
is no pending action, suit or proceeding, arbitration or governmental investigation against it, the outcome of which, in its reasonable
judgment, could reasonably be expected to prohibit it from entering into this Agreement or materially and adversely affect its
ability to perform its obligations under this Agreement; and


 


(vii)      it
has errors and omissions insurance and fidelity bond coverage which is in full force and effect and complies with the requirements
of Section 3.11(d).


 


(b)       The
representations and warranties of the Special Servicer set forth in this Section 2.5 shall survive until termination of
this Agreement, and shall inure to the benefit of the parties hereto.


 


Section
2.6.     Representations and Warranties of the Depositor. (a) The Depositor hereby represents
and warrants to the other parties hereto that as of the Closing Date:


 


(i)         the
Depositor is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, with
full power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations
under this Agreement, and to create the trust pursuant hereto;


 


(ii)        the
execution, delivery and performance of this Agreement by the Depositor have been duly authorized by all necessary corporate action
on the part of the Depositor; neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions
herein contemplated, nor the compliance with the provisions hereof, will conflict with or result in a breach of, or constitute
a default under (A) any of the provisions of any law, rule, regulation, judgment, decree or order binding on the Depositor, (B)
the organizational documents of the Depositor, or (C) the terms of any indenture or other agreement or instrument to which the
Depositor is a party or by which it is bound or any statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it;


 






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(iii)       the
execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby
and thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other
action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected
or taken prior to the date hereof;


 


(iv)       this
Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the
other parties hereto, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its
terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar
laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement
is considered in a proceeding in equity or at law);


 


(v)       there
are no actions, suits or proceedings pending or, to the best of the Depositor’s knowledge, threatened or likely to be asserted
against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect
to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the
Depositor will be determined adversely to the Depositor and will, if determined adversely to the Depositor, materially and adversely
affect its ability to perform its obligations under this Agreement;


 


(vi)       the
Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default would materially and adversely affect the ability of the Depositor to perform
its obligations hereunder;


 


(vii)      other
than the actions taken pursuant to this Agreement, the Depositor has taken no action to impair or encumber the title to the Trust
Loan or to subject it to any offsets, defenses or counterclaims during the Depositor’s ownership thereof;


 


(viii)     the
Depositor is accounting for the transfer of the Trust Loan as a sale under generally accepted accounting principles and, for federal
income tax purposes;


 


(ix)       the
Depositor is not, and, after giving effect to the transfers contemplated under this Agreement, will not be, insolvent; and


 


(x)        the
Depositor has not transferred the Trust Loan with an intent to hinder, delay or defraud its creditors.


 


(b)       The
representations and warranties of the Depositor set forth in Section 2.6 shall survive until termination of this Agreement,
and shall inure to the benefit of the Certificateholders, the Certificate Administrator, the Trustee, the Servicer and the Special
Servicer.


 


(c)       Neither
the Depositor nor any of its Affiliates shall insure or guarantee distributions on the Certificates. Subject to Section 2.6(a)
and (b), neither the


 






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Certificateholders nor the Trustee or the Certificate Administrator on their behalf shall have any
rights or remedies against the Depositor for any losses or other claims in connection with the Certificates or the Trust Loan except
as expressly set forth herein.


 


Section
2.7.     Representations and Warranties of the Certificate Administrator. (a) The Certificate Administrator hereby
represents and warrants to the other parties hereto that as of the Closing Date:


 


(i)          it
is a national banking association duly organized, validly existing, and in good standing under the laws of the United States of
America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits,
franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


 


(ii)         the
execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of
this Agreement will not violate the Certificate Administrator’s articles of association or constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract,
agreement or other instrument to which it is a party or which may be applicable to the Certificate Administrator or any of its
assets, which default or breach of such material contract, agreement or other instrument would have a material adverse effect on
the Certificate Administrator’s performance of its obligations hereunder;


 


(iii)        the
Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)       this
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation
of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement
may be limited by bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or
affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered
in a proceeding in equity or at law);


 


(v)        the
Certificate Administrator, to its actual knowledge, is not in violation of, and the execution and delivery of this Agreement by
the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation
with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental
agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially
and adversely affect the condition (financial or other) or operations of the Certificate Administrator or that would materially
affect the performance of its duties hereunder or thereunder;


 






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(vi)       no
consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory
agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if
required, such approval has been obtained prior to the Closing Date;


 


(vii)      to
the best of the Certificate Administrator’s knowledge, no litigation is pending or threatened against the Certificate Administrator
which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement;


 


(viii)     the
Certificate Administrator is covered by errors and omissions insurance coverage which is in full force and effect or otherwise
complies with the requirements of Section 8.6(b); and


 


(ix)        to
the actual knowledge of the Certificate Administrator, the Certificate Administrator is not Risk Retention Affiliated with the
Third Party Purchaser.


 


(b)        The
respective representations and warranties of the Certificate Administrator set forth in this Section 2.7 shall survive until
the termination of this Agreement, and shall inure to the benefit of the other parties hereto.


 


Section 2.8.     Representations
and Warranties of the Operating Advisor.


 


(a) The Operating Advisor
hereby represents and warrants to the other parties hereto that as of the Closing Date:


 


(i)         it
is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of New York,
and the Operating Advisor is in compliance with the laws of the State in which the 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 which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating Advisor to
perform its obligations under this Agreement or its financial condition;


 


(iii)       the
Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 






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(iv)       the
Operating Advisor possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement
over the life of the Trust Fund;


 


(v)       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;


 


(vi)       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;


 


(vii)      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 3.11 hereof;


 


(viii)     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;


 


(ix)       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; and


 


(x)        the
Operating Advisor is an Eligible Operating Advisor.


 


Section 2.9.     Representations
and Warranties Contained in the Loan Purchase Agreement.


 


(a)        If
(i) any party hereto (A) discovers or receives notice alleging that any document required to be delivered to the Certificate Administrator
pursuant to Section 2.1 is not delivered as and when required, is not properly executed or is defective (each, a “Defect”)


 



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or (B) discovers or receives notice alleging a breach of any representation or warranty made by the Sponsor relating to the Trust
Loan as set forth in Exhibit A to the Loan Purchase Agreement (a “Breach”) or (ii) the Special Servicer
or the Depositor receives a Repurchase Communication of a request or demand for repurchase of the Trust Loan alleging a Defect
or Breach (any such request or demand, a “Repurchase Request”), then such party shall give prompt written notice
of such Defect, Breach or Repurchase Request to the Sponsor, the Controlling Class Representative (prior to the occurrence and
continuance of a Consultation Termination Event), the Companion Loan Holders, the other parties hereto and, subject to Section
10.17, each of the Rating Agencies (to the extent notice has not previously been delivered to such Persons pursuant to this
sentence). The Special Servicer shall determine if any such Defect or Breach materially and adversely affects the value of the
Trust Loan or the interests of the Certificateholders therein or causes the Trust Loan to fail to be a Qualified Mortgage (any
such Defect or Breach, a “Material Document Defect” and a “Material Breach,” respectively).
If such Defect or Breach has been determined to be a Material Document Defect or Material Breach, then the Special Servicer shall
give prompt written notice thereof to the Sponsor, the other parties hereto and subject to Section 10.17, to the Rating
Agencies. If such determination is that the Defect or the Breach is a Material Document Defect or a Material Breach, the Special
Servicer shall (A) request that the applicable Sponsor (i) repurchase its Sponsor Percentage Interest in the Trust Loan at an amount
equal to the product of (a) the Repurchase Price if the Material Breach or Material Document Defect cannot be cured, and (b) such
Sponsor’s Sponsor Percentage Interest in the Trust Loan, (ii) promptly cure such Material Document Defect or Material Breach,
as the case may be, in each case in accordance with the terms of the Loan Purchase Agreement or (iii) indemnify the Trust for its
Sponsor Percentage Interest of the losses directly related to such Material Breach or Material Document Defect, subject to receipt
of a Rating Agency Confirmation from each Rating Agency with respect to such action and (B) give prompt written notice thereof
to the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event); provided
that with respect to any Material Breach or Material Document Defect that would cause the Trust Loan not to be a Qualified Mortgage,
the Sponsor will be required to cure such Material Document Defect or Material Breach or to repurchase the Trust Loan at a price
equal to the Repurchase Price within ninety (90) days of the date of discovery of such Material Document Defect or Material Breach.
If a Responsible Officer of the Certificate Administrator or a Servicing Officer of the Servicer or the Special Servicer, has actual
knowledge that any Sponsor has defaulted on its obligation to repurchase its Sponsor Percentage Interest in the Trust Loan under
the Loan Purchase Agreement, such entity shall promptly notify the Trustee, the Certificate Administrator, the Servicer and the
Special Servicer, as applicable, and the Certificate Administrator shall notify the Certificateholders of such default. The Special
Servicer shall enforce the obligations of the Sponsors under Section 8 of the Loan Purchase Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, shall be carried out in such form, to such extent and at such time
as if it were, in its individual capacity, the owner of the Trust Loan. The Special Servicer shall be reimbursed for the reasonable
costs of such enforcement (it being understood that a Liquidation Fee shall be payable to the Special Servicer as and only to the
extent provided herein): first, from a specific recovery of costs, expenses or attorneys’ fees against the
applicable Sponsor(s); second, out of the Repurchase Price, to the extent that such expenses are a specific component thereof;
and third, if at the conclusion of such enforcement action it is determined that the amounts


 



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described in clauses first
and second are insufficient, then pursuant to clause (xii) of Section 3.4(c) out of collections on the Trust Loan
on deposit in the Collection Account.


 


If the Special Servicer
or the Depositor receives a Repurchase Communication of a withdrawal of a Repurchase Request of which notice has been previously
received or given and which withdrawal is by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”),
such party shall give written notice of such Repurchase Request Withdrawal to the Sponsor, the Controlling Class Representative
(prior to the occurrence and continuance of a Consultation Termination Event), the other parties hereto and, subject to Section
10.17 of this Agreement, each of the Rating Agencies (to the extent notice has not previously been delivered to such Persons
pursuant to this sentence).


 


Each notice of a Repurchase
Request or Repurchase Request Withdrawal required to be given by a party pursuant to this Section 2.9(a) (each, a “15Ga-1
Notice”) shall be given no later than the tenth (10th) Business Day after receipt of a Repurchase Communication of such
Repurchase Request or receipt of a Repurchase Communication of such Repurchase Request Withdrawal, and shall include (i) the identity
of the portion of the Trust Loan, (ii) the date such Repurchase Request was received or the date such Repurchase Request Withdrawal
was received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv)
in the case of 15Ga-1 Notices provided by the Special Servicer, a statement as to whether the Special Servicer currently plans
to pursue such Repurchase Request.


 


In the event that the
Certificate Administrator, the Trustee or the Servicer receives a Repurchase Communication of a Repurchase Request or Repurchase
Request Withdrawal, such party shall promptly forward such Repurchase Request or Repurchase Request Withdrawal to the Special Servicer
and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative, and include
the following statement in the related correspondence: “This is a “Repurchase Request” or a “Repurchase
Request Withdrawal” under Section 2.9(a) of the Trust and Servicing Agreement relating to the Worldwide Plaza Trust
2017-WWP, Commercial Mortgage Pass-Through Certificates, Series 2017-WWP, requiring action by you as the recipient of such Repurchase
Request or Repurchase Request Withdrawal thereunder”. Upon receipt of such Repurchase Request or Repurchase Request Withdrawal
by the Special Servicer, the Special Servicer shall be deemed to be the recipient of such Repurchase Request or Repurchase Request
Withdrawal, and the Special Servicer shall comply with the notice procedures set forth in this Section 2.9(a) with respect
to such Repurchase Request or Repurchase Request Withdrawal.


 


No Person that is required
to provide a 15Ga-1 Notice pursuant to this Section 2.9(a) (a “15Ga-1 Notice Provider”) shall be required
to provide any information in a 15Ga-1 Notice that is protected by the attorney-client privilege or the attorney work product doctrine.
The Loan Purchase Agreement will provide that (i) any 15Ga-1 Notice provided pursuant to this Section 2.9(a) is so provided
only to assist the Sponsor, the Depositor and their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, 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 2.9(a) by a 15Ga-1 Notice Provider in a
15Ga-1 Notice shall be deemed to constitute a waiver or defense to the exercise of any legal right that such 15Ga-1 Notice Provider
may have with


 



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respect to the Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a
15Ga-1 Notice.


 


(b)       Upon
receipt by the Servicer from any Sponsor of its Sponsor Percentage Interest in the Repurchase Price for its Sponsor Percentage
Interest in the Trust Loan, the Servicer, shall deposit such amount in the Collection Account, and the Certificate Administrator
shall, upon receipt of a certificate of a Servicing Officer certifying as to the receipt by the Servicer of the Repurchase Price
and the deposit of the Repurchase Price into the Collection Account pursuant to this Section 2.9(b), (i) release or cause to be
released to the designee of each Sponsor the Repurchase Mortgage File and the Trustee and the Certificate Administrator shall execute
and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty (except that
the Trust Loan is owned by the Trust and is being sold free and clear of liens and encumbrances), as shall be prepared by such
designee to vest in such designee the Trust Loan released pursuant hereto and the Certificate Administrator, the Custodian, the
Trustee, the Servicer and the Special Servicer shall have no further responsibility with regard such Repurchase Mortgage File and
(ii) release or cause to be released to each Sponsor any escrow payments and reserve funds held by the Trustee, or on the Trustee’s
behalf, in respect of such Sponsor Percentage Interest in the Trust Loan.


 


(c)        Notwithstanding
anything to the contrary herein, no Defect (except for a Defect with respect to the document described in clause (i) of
Section 2.1(b) and the documents described in clauses (ii)(B), (C) and (I) of Section 2.1(b))
shall be considered to be a Material Document Defect unless the document with respect to which a Defect exists is required in connection
with (A) an imminent enforcement of the Mortgage Loan Lender’s rights or remedies under the Trust Loan; (B) defending any
claim asserted by the Mortgage Loan Borrower or third party with respect to the Trust Loan; (C) establishing the validity or priority
of any lien on any collateral securing the Trust Loan; or (D) any immediate significant servicing obligations, including without
limitation, making a claim under a title policy. The Trust’s sole remedy against the Sponsor in connection with a Material
Document Defect shall be to enforce the repurchase claim in accordance with the provisions of the Loan Purchase Agreement.


 


(d)       To
the extent that any of the Sponsors do not repurchase their Sponsor Percentage Interests in the Trust Loan pursuant to the terms
of the Loan Purchase Agreement, (i) the Trust Loan shall continue to be serviced by the Servicer and, if applicable, the Special
Servicer, in accordance with the terms of this Agreement on behalf of such repurchasing Sponsor and the Certificateholders as a
collective whole, and the Servicer or the Special Servicer, as applicable, shall be the sole representative of the Mortgage Loan
Lender in connection with any enforcement, bankruptcy or other proceeding, (ii) the Trustee shall remain the mortgagee of record
with respect to the Mortgage, (iii) the Certificate Administrator Fee, Servicing Fee, Special Servicing Fee and/or the CREFC®
Intellectual Property Royalty License Fee with respect to the Trust Loan or Whole Loan, as applicable, shall continue to be calculated
based on the entire principal amount of the Trust Loan or Whole loan, as applicable, (iv) the Custodian shall retain all portions
of the Mortgage File other than the related Note corresponding to the repurchased Sponsor’s Sponsor Percentage Interest,
(v) the repurchasing Sponsor shall be entitled to remittances on or prior to the Distribution Date of its pro rata share,
based upon its Sponsor Percentage Interest, of all amounts that would otherwise be


 



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available for distribution on such Distribution
Date pursuant to Article IV hereof to Certificateholders (other than any amounts in respect of any Monthly Payment Advance)
with respect to the Trust Loan and such amounts shall be wired in accordance with the directions provided to the Trustee and the
Servicer by such Sponsor at least 10 Business Days prior to the related Distribution Date, (vi) the repurchasing Sponsor shall
be entitled to receive any and all reports and have access to any and all information that a Certificateholder would otherwise
have under the terms of this Agreement, (vii) no amendment may be made to this Agreement that would materially and adversely affect
the rights of such repurchasing Sponsor in respect of the repurchasing Sponsor’s Sponsor Percentage Interest without the
consent of such repurchasing Sponsor, (viii) to the extent the Trustee holds record or legal title to any Mortgage File document
that relates to any Sponsor’s Sponsor Percentage Interest in the Trust Loan repurchased pursuant to this Section 2.9(d),
the Trustee shall hold such title in trust for the use and benefit of the Trust and the related Sponsor collectively, and (ix)
to the extent this Agreement refers to the “Mortgage File,” such “Mortgage File” shall be construed to
mean the Mortgage File for the entire Trust Loan (except that references to any Note in favor of the repurchasing Sponsor shall
be construed to instead refer to a photocopy of such Note). Neither the Servicer nor the Trustee shall make any Monthly Payment
Advance with respect to any Sponsor’s Sponsor Seller Percentage Interest of the Trust Loan which has been repurchased as
described herein.


 


Section
2.10.     Execution and Delivery of Certificates; Issuance of Uncertificated Lower-Tier
Interests. The Trustee acknowledges the assignment in trust by the Depositor to the Trust of the Notes and other assets
comprising the Trust Fund. Concurrently with such assignment and delivery and in exchange therefor, (i) the Certificate
Administrator acknowledges the issuance of (x) the Uncertificated Lower-Tier Interests to the Depositor and (y) the Class
LT-R Interest, in exchange for the Trust Loan, receipt of which is hereby acknowledged, (ii) immediately thereafter, the
Certificate Administrator acknowledges (x) the assignment by the Depositor to the Trust of the Uncertificated Lower-Tier
Interests, and in exchange therefor that it (y) has executed and has authenticated and delivered to or upon the order of the
Depositor, the Regular Certificates and has issued the Class UT-R Interest, and (z) has executed and has authenticated and
delivered to or upon the order of the Depositor, the Class R Certificates, representing the Class LT-R and Class UT-R
Interests, and (iii) the Depositor hereby acknowledges the receipt by it or its designees, of the Regular Certificates in
authorized denominations and the Class UT-R Interest evidencing the entire beneficial ownership of the Upper-Tier REMIC.


 


Section
2.11.     Miscellaneous REMIC Provisions. (a) The Class A, Class X-A, Class B, Class C, Class D, Class E, Class F and
Class HRR Certificates are hereby designated as the “regular interests” in the Upper-Tier REMIC within the
meaning of Section 860G(a)(1) of the Code. The Class UT-R Interest, represented by the Class R Certificates, is hereby
designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Section
860G(a)(2) of the Code.


 


(b)        The
Class LA, Class LB, Class LC, Class LD, Class LE, Class LF and Class LHRR Uncertificated Interests are hereby designated as the
“regular interests” in the Lower-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the Class LT-R
Interest, represented by the Class R Certificates, is hereby designated as the sole class of


 






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“residual interests” in
the Lower-Tier REMIC within the meaning of Section 860G(a)(2) of the Code.


 


Section
2.12.     Resignation Upon Prohibited Risk Retention Affiliation. Upon the occurrence of (i)
a Servicing Officer of the Servicer or a Responsible Officer of the Certificate Administrator or the Trustee, as applicable,
obtaining actual knowledge that the Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become a
Risk Retention Affiliate of the Third Party Purchaser (an “Impermissible TPP Affiliate”), (ii) the
Servicer, the Certificate Administrator, or the Trustee receiving written notice by any other party to this Agreement, the
Third Party Purchaser, any Sponsor or any Initial Purchaser that the Servicer, the Certificate Administrator or the Trustee,
as applicable, is or has become an Impermissible TPP Affiliate, or (iii) the Operating Advisor 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 (an
“Impermissible Operating Advisor Affiliate”; and either of an Impermissible TPP Affiliate and an
Impermissible Operating Advisor Affiliate being an “Impermissible Risk Retention Affiliate”), then in each
such case the Impermissible Risk Retention Affiliate shall be required to promptly notify the Retaining Sponsor and the other
parties to this Agreement and resign in accordance with Section 3.27(m), Section 6.6 or Section 8.7. The
resigning Impermissible Risk Retention Affiliate 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 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 shall be an expense of the
Trust.


 


Article 3



ADMINISTRATION AND SERVICING OF THE WHOLE LOAN


 


Section 3.1.     Servicer
to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer (other than during the continuance of
a Special Servicing Loan Event) and the Special Servicer (during the continuance of a Special Servicing Loan Event), each as an
independent contractor, shall service and administer the Whole Loan and administer Foreclosed Property solely on behalf of the
Trust Fund, in the best interest of, and for the benefit of, the Certificateholders and the Companion Loan Holders as a collective
whole as if such Certificateholders and Companion Loan Holders constituted one lender (taking into account that the B Notes are
junior to the A Notes) (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith
and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement and
the Mortgage Loan Documents and, to the extent consistent with the foregoing, the following standards: (i) the higher of (a) the
same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as
applicable, services and administers similar loans and administers foreclosed properties for other third-party portfolios, giving
due consideration to customary and usual standards of practice of prudent institutional commercial mortgage lenders in servicing
their own loans and administering their own foreclosed properties,


 



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or (b) with the care, skill, prudence and diligence the Servicer
or the Special Servicer, as applicable, uses for loans that it owns or for foreclosed properties it owns and administers; (ii)
with a view to the timely collection of (a) all scheduled payments of principal and interest under the Whole Loan or, with respect
to the Special Servicer, if the Whole Loan comes into and continues in default and if no satisfactory arrangements can be made
for the collection of the delinquent payments, the maximization of the recovery on the Whole Loan to the Certificateholders and
the Companion Loan Holders (as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single
lender) (taking into account that the B Notes are junior to the A Notes) on a net present value basis and (b) the Mortgage Loan
Borrowers’ Reimbursable Trust Fund Expenses and other amounts due under the Whole Loan and (iii) without regard to:


 


(A)      any
relationship that the Servicer or the Special Servicer or any Affiliate thereof may have with the Mortgage Loan Borrowers, the
Sponsor, the Depositor, the Companion Loan Holders or any of their respective Affiliates;


 


(B)       the
ownership of any Certificate (or Companion Loan) or mezzanine loan or any interest in any Companion Loan or any Mezzanine Loan
related to the Trust Loan by the Servicer or Special Servicer or by any Affiliate of the Servicer or the Special Servicer;


 


(C)       in
the case of the Servicer, its obligation to make Advances;


 


(D)       the
right of the Servicer or the Special Servicer or any Affiliate thereof to receive reimbursement of costs, compensation or other
fees (other than Advances), or the sufficiency of any compensation payable to it under this Agreement or with respect to any particular
transaction; or


 


(E)        the
ownership, servicing or management for others of any other loans or property by the Servicer or the Special Servicer.


 


Subject to the above-described
servicing standards (hereinafter referred to as “Accepted Servicing Practices”) and the terms of this Agreement,
the Intercreditor Agreement and of the Mortgage Loan Documents, the Servicer and the Special Servicer each shall have full power
and authority, acting alone or, in the case of the Servicer, through one or more sub-servicers as provided in Section 3.2,
to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or
desirable. The Servicer and the Special Servicer shall service and administer the Trust Loan and Companion Loan in accordance with
applicable state and federal law. At the written request of the Servicer or the Special Servicer, as applicable, accompanied by
the form of power of attorney or other documents being requested, the Trustee shall furnish to the Servicer or the Special Servicer
any powers of attorney (substantially in the form of Exhibit N hereto) and other documents necessary or appropriate to enable
such Servicer or the Special Servicer to carry out its servicing and administrative duties hereunder, and the Trustee shall not
be held responsible (and shall be indemnified by the Servicer or the Special Servicer) for any negligence or misuse by the Servicer
or the Special Servicer in its uses of any such powers of attorney or other document. Notwithstanding anything contained herein
to the contrary, the Servicer and the


 



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Special Servicer shall not without the Trustee’s prior written consent: (i) initiate
any action, suit or proceeding solely under the Trustee’s name without indicating the representative capacity of the Servicer
or the Special Servicer, as applicable, or (ii) take any action with the intent to, and which actually does cause, the Trustee
to be registered to do business in any state.


 


The liability of each
of the Servicer and the Special Servicer, as applicable, for actions and omissions in its capacity as Servicer and the Special
Servicer, respectively, hereunder is limited as provided herein (including, without limitation, pursuant to Section 6.3).
Nothing contained in this Agreement shall be construed as an express or implied guarantee by the Servicer or the Special Servicer
of the collectibility of the Whole Loan. Except as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National
Association acting in any particular capacity hereunder will not be deemed to be imputed with knowledge of (a) Wells Fargo Bank,
National Association, acting in a capacity that is unrelated to the transactions contemplated by this Agreement, or (b) Wells Fargo
Bank, National Association, acting in any other capacity hereunder, except, in the case of either clause (a) or clause
(b), where some or all of the obligations performed in such capacities are performed by one or more employees within the same
group or division of Wells Fargo Bank, National Association, or where the groups or divisions responsible for performing the obligations
in such capacities have one or more of the same Responsible Officers; provided, however, the knowledge of employees performing
special servicing functions shall not be imputed to employees performing master servicing functions, and the knowledge of employees
performing master servicing functions shall not be imputed to employees performing special servicing functions.


 


Section 3.2. Sub-Servicing
Agreements. (a) The Special Servicer shall not engage any sub-servicer or enter into any sub-servicing agreement. The Servicer,
at its own expense without a right of reimbursement under this Agreement or otherwise, may enter into sub-servicing agreements
with sub-servicers for the servicing and administration of the Trust Loan and Companion Loans, provided that (i) any such
sub-servicing agreement shall be upon such terms and conditions as are not inconsistent with this Agreement and as the Servicer
and the sub-servicer have agreed, and (ii) no sub-servicer retained by the Servicer shall grant any modification, waiver, or amendment
to the Mortgage Loan Documents without the approval of the Servicer. References in this Agreement to actions taken or to be taken,
and limitations on actions permitted to be taken, by the Servicer in servicing the Whole Loan include actions taken or to be taken
by a sub-servicer on behalf of the Servicer. Each sub-servicer shall be (i) authorized to transact business and licensed in the
applicable state(s), if, and to the extent, required by applicable law to enable the sub-servicer to perform its obligations under
the applicable sub-servicing agreement, and (ii) qualified to perform its obligations under the applicable sub-servicing agreement.
For purposes of this Agreement, the Servicer shall be deemed to have received any amount when the sub-servicer receives such amount,
irrespective of whether such amount is remitted to the Servicer for deposit in the Collection Account, any Cash Management Account,
any Reserve Account or the Distribution Account, and actions taken by the sub-servicer shall be deemed to be actions of the Servicer.
The Servicer shall notify the Operating Advisor, the Certificate Administrator, the Trustee, the Mortgage Loan Borrowers and the
Depositor in writing promptly upon the appointment of any sub-servicer and promptly furnish the Trustee and the Certificate Administrator,
upon its request, with a copy of the sub-servicing agreement. No sub-servicer shall be permitted to enter into any sub-servicing
agreement with other sub-servicers without the prior written consent of the Servicer.


 






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(b)        Notwithstanding
any sub-servicing agreement, the Servicer shall remain obligated and liable to the Trustee and the Certificateholders for the servicing
and administering of the Trust Loan and Companion Loan in accordance with the provisions of Section 3.1 without diminution
of such obligation or liability by virtue of such sub-servicing agreement, or by virtue of indemnification from a sub-servicer,
and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Whole
Loan.


 


(c)        Any
sub-servicing agreement entered into by the Servicer shall provide that it may be assumed or terminated by (i) the Trustee if the
Trustee has assumed the duties of the Servicer or if the Servicer is otherwise terminated pursuant to the terms of this Agreement,
or (ii) a successor Servicer if such successor Servicer has assumed the duties of the Servicer, without cost or obligation to the
Trustee, the Certificate Administrator, the successor Servicer, the Trust or the Trust Fund.


 


(d)        Any
sub-servicing agreement, and any other transactions or services relating to the Whole Loan involving a sub-servicer, shall be deemed
to be between the Servicer and such sub-servicer alone, and the Certificate Administrator, the Trustee, the Depositor, the Trust
and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities
with respect to the sub-servicer, and no provision herein shall be construed so as to require the Trust, the Trustee, the Certificate
Administrator or the Depositor to indemnify any such sub-servicer. The Servicer is permitted, at its own expense, or to the extent
that a particular expense is provided herein to be an Advance or an expense of the Trust, at the expense of the Trust, to utilize
other agents or attorneys typically used by servicers of mortgage loans underlying commercial mortgage backed securities in performing
its obligations under this Agreement.


 


(e)        Notwithstanding
anything herein, each of the initial Servicer and the initial Special Servicer may delegate certain of its duties and obligations
hereunder to an Affiliate of the Servicer or Special Servicer, as applicable. Such delegation shall not be considered a sub-servicing
agreement hereunder, and the requirements and obligations set forth herein applicable to sub-servicing agreements, sub-servicers
or Servicing Function Participants shall not be applicable to such arrangement. Notwithstanding any such delegation, the Servicer
and the Special Servicer shall remain obligated and liable for the performance of their respective 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 each alone
were servicing and administering the Whole Loan as required hereby.


 


(f)         The
parties hereto acknowledge that the Whole Loan is subject to the terms and conditions of the Co-Lender Agreement and recognize
the respective rights and obligations of the Trust, as holder of the Trust Loan, and of the Companion Loan Holders under the Co-Lender
Agreement, including: (i) with respect to the allocation of collections on or in respect of the Whole Loan, and the making of remittances,
to the Trust, as holder of the Trust Loan, and to the Companion Loan Holders; (ii) with respect to the allocation of expenses and
losses relating to the Whole Loan to the Trust, as holder of the Trust Loan, and to the Companion Loan Holders and (iii) to the
extent provided for under the Co-Lender Agreement, the consultation rights of the Companion Loan Holders. With respect to the


 



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Whole
Loan, the Servicer (if the Whole Loan is not a Specially Serviced Loan) or the Special Servicer (if the Whole Loan has become a
Specially Serviced Loan or the Property has been converted to an Foreclosed Property) shall prepare and provide to each Companion
Loan Holder all notices, reports, statements and communications to be delivered by the holder of the Trust Loan under the Co-Lender
Agreement, and shall perform all duties and obligations to be performed by a servicer and perform all servicing related duties
and obligations to be performed by the holder of the Trust Loan pursuant to the Co-Lender Agreement. In the event of any conflict
between this Agreement and the Co-Lender Agreement, the terms of the Co-Lender Agreement shall control.


 


(g)        Notwithstanding
anything to the contrary herein, at no time shall the Servicer or the Trustee be required to make, and they shall not make, any
advance of delinquent scheduled monthly payments of principal or interest with respect to any Companion Loan.


 


(h)        To
the extent required under the Loan Documents or the Co-Lender Agreement, the Servicer shall, on behalf of the Loan Lender, maintain
a note register for the Whole Loan in accordance with the Loan Documents or the Co-Lender Agreement. The Loan Sellers are the holder
of the Companion Loan as of the Closing Date, and notices regarding such ownership shall be addressed to the Loan Seller at the
address set forth in Section 10.4.


 


Section
3.3.     Cash Management Account. A Lockbox Account and a Cash Management Account have been
or shall be established pursuant to the terms of the Mortgage Loan Agreement, the Cash Management Agreement and the Lockbox
Account Agreement. The Servicer shall exercise and enforce the rights of the Trust Fund with respect to the Cash Management
Account and the Lockbox Account under the Mortgage Loan Agreement, the Cash Management Agreement and the Lockbox Account
Agreement in accordance with Accepted Servicing Practices and the other terms of this Agreement and the other Mortgage Loan
Documents.


 


Section
3.4.     Collection Account. (a) The Servicer shall establish and maintain (i) one or more accounts for the benefit of
the Certificateholders in the name of “Wells Fargo Bank, National Association, as Servicer on behalf of Wilmington
Trust, National Association, as Trustee for the benefit of the Certificateholders of Worldwide Plaza Trust 2017-WWP,
Commercial Mortgage Pass-Through Certificates, Series 2017-WWP” and (ii) one or more deposit accounts in the name of
“Wells Fargo Bank, National Association, as Servicer on behalf of Wilmington Trust, National Association, as Trustee
for the benefit of the holders of the Companion Loans with respect to Worldwide Plaza Trust 2017-WWP, Commercial Mortgage
Pass-Through Certificates, Series 2017-WWP” (collectively, the “Collection Account”). The Collection
Account must be an Eligible Account. The Servicer shall deposit into the Collection Account within two Business Days of
receipt of properly identified and available funds the following amounts representing payments and collections received or
made during each Collection Period on or with respect to the Whole Loan:


 


(i)         all
payments on account of principal on the Whole Loan;


 






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(ii)        all
payments on account of interest on the Whole Loan, including Default Interest;


 


(iii)       any
amount representing reimbursements by the Mortgage Loan Borrowers of Advances, interest thereon, and any other expenses of the
Depositor, the Certificate Administrator, the 17g-5 Information Provider, the Trustee, the Servicer or the Special Servicer, as
applicable, as required by the Mortgage Loan Documents or hereunder;


 


(iv)       any
other amounts payable for the benefit of the Servicer, the Special Servicer, the Certificate Administrator, the 17g-5 Information
Provider, the Trustee or the Certificateholders under the Trust Loan or Whole Loan, as applicable;


 


(v)        any
amounts required to be deposited pursuant to Section 3.8(b) in connection with net losses realized on Permitted Investments
with respect to funds held in the Collection Account;


 


(vi)       all
Net Foreclosure Proceeds received from the Special Servicer pursuant to Section 3.14 and all Net Liquidation Proceeds, Insurance
Proceeds and Condemnation Proceeds (to the extent not needed for the repair or restoration of the affected Property); and


 


(vii)      any
other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Servicer, including,
without limitation, any (1) proceeds of any repurchase of the Trust Loan (or any Sponsor Percentage Interest therein) pursuant
to Section 2.9(b) and the Loan Purchase Agreement, (2) proceeds of the sale of the Whole Loan by the Special Servicer pursuant
to Section 3.16, (3) amounts from the Mezzanine Lender representing proceeds of a sale of the Trust Loan or cure payments
permitted to be made by the Mezzanine Lender pursuant to the Intercreditor Agreement or (4) amounts payable under the Mortgage
Loan Documents by any Person to the extent not specifically excluded.


 


The foregoing requirements
for deposits in the Collection Account by the Servicer shall be exclusive, it being understood and agreed that, without limiting
the generality of the foregoing, payments (if any) in the nature of additional compensation (other than Default Interest and late
payment charges) to which the Servicer or Special Servicer, as applicable are entitled pursuant to Section 3.17 and any
reimbursement made by the Mortgage Loan Borrowers of expenses of the Servicer or the Special Servicer need not be deposited in
the Collection Account by the Servicer or Special Servicer and, to the extent permitted by applicable law, the Servicer or the
Special Servicer, as applicable, shall be entitled to retain any such fees and expense reimbursements received with respect to
the Whole Loan.


 


(b)        Funds
in the Collection Account may be invested in Permitted Investments in accordance with the provisions of Section 3.8. The
Servicer shall on the Closing Date give written notice to the Certificate Administrator of the location and account number of the
Collection Account and shall notify the Certificate Administrator in writing prior to any subsequent change thereof.


 






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(c)        On
or prior to each Remittance Date, (or following the securitization of any Companion Loan, in the case of clause (vii) below, on
or prior to the day which is the earlier of (A) the Remittance Date and (B) the Business Day following the “determination
date” (or any term substantially similar thereto), as such term is defined in the related Other Pooling and Servicing Agreement
as long as such determination date is no earlier than the 6th day of the calendar month) prior to the remittance of funds to the
Certificate Administrator for deposit in the Distribution Account pursuant to Section 3.5, the Servicer shall make withdrawals
from the Collection Account (which withdrawals shall be the only permitted withdrawals from the Collection Account by the Servicer)
as described below (the order set forth below not constituting an order of priority for such withdrawals):


 


(i)          to
withdraw funds deposited in the Collection Account in error;


 


(ii)        concurrently,
to pay the Servicing Fee to the Servicer (or with respect to any Excess Servicing Fee Rights, to pay any Excess Servicing Fees
to the holder of such Excess Servicing Fee Rights), the Certificate Administrator Fee (including the portion that is the Trustee
Fee) to the Certificate Administrator, the Operating Advisor Fee to the Operating Advisor and the CREFC® Intellectual
Property Royalty License Fees to CREFC®, as applicable;


 


(iii)        to
pay to the Operating Advisor the Operating Advisor Consulting Fee (but only to the extent actually received from the Mortgage Loan
Borrowers);


 


(iv)       to
pay (a) to the Servicer, as additional compensation, any income earned (net of losses (subject to Section 3.8(b)) on the
investment of funds deposited in the Collection Account and any Reserve Account (to the extent not payable to the Mortgage Loan
Borrowers); and (b) the Special Servicing Fee, if any, the Workout Fee, if any, and the Liquidation Fee, if any, to the Special
Servicer (with respect to clauses (a) and (b), in that order);


 


(v)        to
reimburse the Trustee and the Servicer, in that order, for (a) Advances made by each and not previously reimbursed from late payments
received during the applicable period on the Whole Loan, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds (to the
extent not needed for the repair or restoration of the Property) and other collections on the Whole Loan; provided that
any Advance that has been determined to be a Nonrecoverable Advance shall be reimbursed pursuant to clause (ix) below and
(b) unpaid interest on such Advances at the Advance Rate; provided, however, that prior to (x) final liquidation
of the Property or (y) the final payment and release of the Mortgage, interest on Advances shall be paid first out of Default Interest
or late payment charges collected in the related Collection Period before such interest on Advances is paid out of other amounts
on deposit in the Collection Account;


 


(vi)       if
any Companion Loan (or any successor REO Companion Loan with respect thereto) is part of an Other Securitization Trust, to the
extent required by the Co-Lender Agreement, to pay the applicable party to the related Other Pooling and Servicing Agreement for
any interest accrued on Companion Loan Advances made thereby;


 



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(vii)      to
make any other required payments (other than payments under clause (v) above and normal monthly remittances and reimbursements
pursuant to clause (vii) below) due under the Co-Lender Agreement to the holder of the Companion Loan;


 


(viii)     to
remit to the Companion Loan Holders all remaining amounts on deposit in the Collection Account payable to the Companion Loan Holders
pursuant to the Co-Lender Agreement with respect to the Companion Loan (or any successor REO Companion Loans), exclusive of any
amounts reimbursable to the Servicer, the Special Servicer, the Trustee or the Trust in accordance with the Co-Lender Agreement;


 


(ix)        to
reimburse the Trustee and the Servicer, in that order, for any Nonrecoverable Advances made by each and not previously reimbursed
that are not covered by clause (v)(a) above together with unpaid interest thereon at the Advance Rate;


 


(x)         to
reimburse the Trustee, the Certificate Administrator, the Servicer and the Special Servicer, in that order, for expenses incurred
by them in connection with the liquidation of the Whole Loan or the Property and not otherwise covered and paid by an insurance
policy or deducted from the proceeds of liquidation;


 


(xi)        to
pay to the Servicer or the Special Servicer, as applicable, as additional compensation, to the extent actually received from the
Mortgage Loan Borrowers (and permitted by, or not prohibited by, and allocated as such pursuant to the terms of the Mortgage Loan
Documents and this Agreement) and deposited into the Collection Account by the Servicer, any payments in the nature of late payment
fees and Default Interest (to the extent remaining after payments pursuant to clause (v) above), assumption fees, assumption application
fees, substitution fees, release fees, Modification Fees, defeasance fees, consent fees and similar fees and expenses;


 


(xii)       to
pay or reimburse the Trustee, the Certificate Administrator, the Depositor, the Servicer, the Special Servicer and the Operating
Advisor, in that order, for any other amounts (including any Trust Fund Expenses) then due and payable or reimbursable to each
pursuant to the terms of this Agreement and not previously paid or reimbursed pursuant to the preceding clauses; and


 


(xiii)      to
the extent not previously paid or advanced, to pay to the Certificate Administrator (or set aside for eventual payment) any and
all taxes imposed on the Trust or the Trust Fund by federal or state governmental authorities; provided, that, if such taxes
are the result of the Depositor’s, Servicer’s, Special Servicer’s, the Operating Advisor’s, the Certificate
Administrator’s or Trustee’s, as applicable, negligence, bad faith or willful misconduct in performing its obligations
hereunder, such amounts may not be withdrawn from the Collection Account, but will be paid by such party that was negligent, acted
in bad faith or engaged in willful misconduct pursuant to Sections 6.7 and 8.12, as applicable.


 


The remittance set forth
in clauses (v), (vi) and (vii) above shall be made by the Servicer as a single remittance.


 






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Notwithstanding the foregoing,
with respect to any Remittance Date, in no event will the Servicer be permitted to make a withdrawal pursuant to clauses (ii),
(iv)(b), (v), (x) or (xii) to the extent that, as a result of such withdrawal, the amount on deposit in
the Collection Account after giving effect to the withdrawal would be less than the amount of the Required Advance Amount; provided
that the Servicer shall be permitted to make withdrawals in the order of priority specified above up to the amount on deposit in
the Collection Account up to an amount that would result in funds equaling or exceeding the Required Advance Amount remaining in
the Collection Account. Notwithstanding the foregoing, such withdrawal limitations shall not apply (and accrued amounts previously
eligible for withdrawal pursuant to clauses (ii), (iv)(b), (v), (x) or (xii) but which remain unpaid
due to the operation of this paragraph may then be withdrawn and paid) upon (1) the final liquidation of the Trust Loan or the
Property, (2) the final payment of the Trust Loan and release of the Mortgage or (3) the determination that any Advance that would
increase the currently unreimbursed Advances in the aggregate would be a Nonrecoverable Advance. The Servicer shall advance, to
the extent it determines that such amounts are recoverable, all amounts owed to itself (other than Servicing Fees), CREFC®,
the Special Servicer, the Operating Advisor, the Certificate Administrator and Trustee pursuant to such clauses (ii), (iv)(b),
(v) (to the extent reimbursements of such amounts are owed to the Trustee or the Certificate Administrator), (x)
or (xii) (other than unreimbursed Property Protection Advances and Monthly Payment Advances made by the Servicer, which
shall continue to remain outstanding) (such advances, “Administrative Advances”). All Administrative Advances
shall accrue interest in accordance with Section 3.23. Notwithstanding any provision herein, the Servicer shall not be obligated
to make any Administrative Advance that it determines, together with interest thereon, will constitute a Nonrecoverable Advance
if made.


 


The Servicer shall pay
to the Certificate Administrator (on behalf of itself and the Trustee) and advance or pay to the Special Servicer, if applicable,
from the Collection Account as provided above amounts permitted to be paid to the Special Servicer, the Certificate Administrator
and the Trustee, as applicable, therefrom, promptly upon receipt of certificates of a Servicing Officer of the Special Servicer
and a Responsible Officer of the Certificate Administrator and the Trustee, as applicable, describing the item and amount to which
the Special Servicer and the Trustee, respectively, are entitled; provided, however, the Servicer shall pay the Certificate
Administrator Fee to the Certificate Administrator without requiring the delivery of such certificate. The Servicer may rely conclusively
on any such certificate, shall have no duty to recalculate the amounts stated therein and shall have no liability if the amount
paid in reliance thereon is an amount to which the Special Servicer, the Certificate Administrator or the Trustee, as applicable,
is not entitled.


 


(d)        The
Certificate Administrator shall establish and maintain on behalf of the Trust and for the benefit of the Certificateholders, a
segregated non-interest bearing reserve account (which may be a subaccount of the Distribution Account) (the “Interest
Reserve Account”). The Interest Reserve Account must be an Eligible Account or a subaccount of an Eligible Account. Funds
on deposit in the Interest Reserve Account shall be uninvested. On each Distribution Date occurring in any February and on any
Distribution Date occurring in any January that occurs in a year that is not a leap year (unless, in either case, such Distribution
Date is the final Distribution Date), the Certificate Administrator shall deposit into the Interest Reserve Account an amount equal
to one day’s net interest collected on the principal balance


 



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of each Note related to the Trust Loan as of the Mortgage Loan
Payment Date occurring in the calendar month preceding the calendar month in which such Distribution Date occurs at the applicable
Net Mortgage Loan Rate (net of the Servicing Fee, the CREFC® Intellectual Property Royalty License Fee Rate, the
Operating Advisor Fee and the Certificate Administrator Fee payable therefrom and exclusive of Default Interest) to the extent
a full Monthly Payment or Monthly Payment Advance is made in respect thereof (all amounts so deposited in any consecutive January
and February, “Withheld Amounts”). On each 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 and February, if any, and transfer such amounts into the Distribution
Account.


 


Section
3.5.     Distribution Account. (a) The Certificate Administrator shall establish and maintain on behalf of the Trust
and for the benefit of the Certificateholders a segregated non-interest bearing trust account (the “Distribution
Account”), which shall be deemed to include the Lower-Tier Distribution Account and the Upper-Tier Distribution
Account, which shall be subaccounts of the Distribution Account for the benefit of the Certificateholders and the Trustee, as
holder of the Uncertificated Lower-Tier Interests. The Distribution Account must be an Eligible Account The Distribution
Account must be an Eligible Account. On each Remittance Date, the Servicer shall transfer from the Collection Account to the
Certificate Administrator for deposit into the Distribution Account all Available Funds remaining on deposit therein, after
giving effect to the withdrawals made pursuant to Section 3.4(c). The Certificate Administrator shall credit the funds
remitted by the Servicer from the Collection Account to the Distribution Account. Amounts held in the Distribution Account
shall be uninvested.


 


The Certificate Administrator
shall make withdrawals from the Distribution Account to make distributions to the Holders of the Certificates pursuant to Section
4.1.


 


(b)        The
Certificate Administrator shall make or be deemed to have made withdrawals from the Lower-Tier Distribution Account in the following
order of priority and only for the following purposes:


 


(i)         to
make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.1(b) and Section 4.3(b) into the Upper-Tier
Distribution Account and to make distributions to the Holder of the Class R Certificates (in respect of the Class LT-R Interest)
pursuant to Section 4.1(b);


 


(ii)        to
withdraw amounts deposited into the Lower-Tier Distribution Account in error and pay such amounts to the Persons entitled thereto;
and


 


(iii)       to
clear and terminate the Lower-Tier Distribution Account pursuant to Section 10.1.


 


(c)        The
Certificate Administrator shall make withdrawals from the Upper-Tier Distribution Account in the following order of priority and
only for the following purposes:


 






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(i)         to
withdraw amounts deposited in error and to withdraw amounts due to it under Section 3.4(c), to the extent such amounts were
not withdrawn and paid to it by the Servicer under Section 3.4(c);


 


(ii)        to
make distributions to Holders of the Regular Certificates and the Class R Certificates (in respect of the Class UT-R Interest)
on each Distribution Date pursuant to Section 4.1 or Section 9.1 as applicable; and


 


(d)        to
clear and terminate the Upper-Tier Distribution Account at the termination of this Agreement pursuant to Section 9.1.


 


Section
3.6.     Foreclosed Property Account. The Special Servicer shall establish and maintain one
or more deposit accounts (the “Foreclosed Property Account”) in the name of either (a) “Cohen
Financial, a Division of SunTrust Bank, as Special Servicer on behalf of Wilmington Trust, National Association, as Trustee
for the benefit of the Certificateholders of Worldwide Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates,
Series 2017-WWP” related to any Foreclosed Property held in the name of the Special Servicer for the benefit of the
Trust on behalf of the Certificateholders and the Companion Loan Holders or (b) in the name of the limited liability company
formed under Section 3.14. The Foreclosed Property Account must be an Eligible Account. The Special Servicer shall
deposit into the Foreclosed Property Account within two Business Days of receipt all funds collected and received in
connection with the operation or ownership of such Foreclosed Property. On or before the last day of each Collection Period,
the Special Servicer shall withdraw the funds in the Foreclosed Property Account, net of certain expenses and/or reserves as
determined in the Special Servicer’s reasonable discretion in accordance with Accepted Servicing Practices, and deposit
them into the Collection Account in accordance with Section 3.4(a). The Special Servicer shall notify the Trustee and
the Certificate Administrator in writing of the location and account number of the Foreclosed Property Account and shall
notify the Trustee and the Certificate Administrator in writing prior to any subsequent change thereof.


 


Section
3.7.     Appraisal Reductions. (a) Promptly upon the occurrence of an Appraisal Reduction Event, the Special Servicer
shall (i) notify the Servicer, the Operating Advisor, the Certificate Administrator and the Trustee (and so long as no
Control Termination Event is continuing, the Controlling Class Representative) of the occurrence of an Appraisal Reduction
Event, (ii) (A) order and (B) use efforts consistent with Accepted Servicing Practices to obtain an Appraisal of the Property
(unless any such Appraisal was performed within nine (9) months prior to the Appraisal Reduction Event and the Special
Servicer is not aware of any material change in the market or condition or value of the Property since the date of such
Appraisal (in which case, such Appraisal shall be used by the Special Servicer)) and (iii) determine (no later than the first
Distribution Date on or following the receipt of such appraisals (in final form) or determination to use any existing
Appraisals) (so long as such appraisals were received at least five (5) Business Days prior to such Distribution Date (in
which case it shall determine no later than the second Distribution Date following the receipt of such Appraisals)) on the
basis of the applicable Appraisals, and receipt of information reasonably requested by the Special Servicer from the Servicer
in the Servicer’s possession necessary to calculate the Appraisal Reduction Amount (which information shall be
delivered within two (2) Business Days after receipt of any such request) whether there exists any Appraisal Reduction Amount


 



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and, if so, give reasonably prompt notice thereof to the Servicer, the Trustee, the Companion Loan Holders (or, in the case
of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee
with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining such Appraisals
shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a
Nonrecoverable Advance and in such case, as an expense of the Trust. Appraisals and updates of Appraisals shall be obtained
by the Special Servicer and paid for by the Servicer as a Property Protection Advance (or paid for by the Trust if the
Servicer determines that such Advance would constitute a Nonrecoverable Advance) every nine (9) months for so long as an
Appraisal Reduction Event exists, and the Appraisal Reduction Amount shall be adjusted accordingly, and, if required in
accordance with any such adjustment, each Class of Certificates that has been notionally reduced as a result of Appraisal
Reduction Amounts shall have its related Certificate Balance notionally restored (or reduced if applicable) to the extent
required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a Control
Termination Event or a Consultation Termination Event is then in effect. Any such Appraisals obtained shall be delivered by
the Special Servicer to the Certificate Administrator, the Trustee, the Operating Advisor, the Servicer and, so long as no
Control Termination Event is continuing, the Controlling Class Representative, in electronic format (which format is
reasonably acceptable to the Certificate Administrator), and the Certificate Administrator shall make such
appraisals available to Privileged Persons pursuant to Section 8.14(b).


 


The Holders of Certificates
representing the majority of the Certificate Balance of the Class HRR Certificates whose aggregate Certificate Balance is notionally
reduced to 25% or less of the initial Certificate Balance of that Class of Certificates (such Class, an “Appraised Out
Class”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class shall have the right to
challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain a second Appraisal
of the Property if an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Requesting
Holders shall cause any such Appraisal to be prepared on an “as is” basis by an Appraiser in accordance with MAI standards,
and the Appraisal shall be reasonably acceptable to the Special Servicer in accordance with Accepted Servicing Practices. The Requesting
Holders shall provide the Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction
Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal
Reduction Amount.


 


An Appraised Out Class
shall be entitled to continue to exercise the rights of the Controlling Class until 10 days following its receipt of written notice
of the Appraisal Reduction Amount, unless the Requesting Holders provide written notice of their intent to challenge such Appraisal
Reduction Amount to the Special Servicer and the Certificate Administrator within such 10 day period pursuant to the immediately
preceding paragraph. If the Requesting Holders provide such notice, then the Appraised Out Class shall be entitled to continue
to exercise the rights of the Controlling Class until the earliest of (i) 120 days following the related Appraisal Reduction Event,
unless the Requesting Holders provide the second Appraisal within such 120 day period, (ii) the determination by the Special Servicer
(described below) that a recalculation of the Appraisal Reduction Amount is not warranted or that such recalculation does not result
in the Appraised Out Class remaining the Controlling Class and (iii) the occurrence of a


 



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Consultation Termination Event. After
the Appraised Out Class is no longer entitled to exercise the rights of the Controlling Class, the rights of the Controlling Class
shall not be exercised by any Class of Certificates unless a recalculation results in the reinstatement of the Appraised Out Class
as the Controlling Class.


 


In addition to the foregoing,
the Holders of Certificates representing the majority of the Certificate 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 the Property if an Appraisal Reduction
Event has occurred and if an event has occurred at or with regard to the Property that would have a material effect on its Appraised
Value, and the Special Servicer shall use its reasonable best efforts to ensure that such Appraisal is delivered within 30 days
from receipt of such Holders’ written request and shall ensure that such Appraisal is prepared on an “as is”
basis by an Appraiser in accordance with MAI standards; provided that the Special Servicer shall not be required to obtain
such Appraisal if the Special Servicer determines in accordance with Accepted Servicing Practices that no events at or with regard
to the Property have occurred that would have a material effect on such Appraised Value of the Property.


 


Upon receipt of an Appraisal
provided by, or requested by, Holders of an Appraised Out Class pursuant to this Section and any other information reasonably requested
by the Special Servicer from the Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount, the Special
Servicer shall determine, in accordance with Accepted Servicing Practices, whether, based on its assessment of such additional
Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, shall recalculate such Appraisal
Reduction Amount based upon such additional Appraisal. If required by any such recalculation, the Appraised Out Class shall be
reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator of any
such determination and recalculation in its monthly reporting, and the Certificate Administrator shall promptly post such notice
to the Certificate Administrator’s Website.


 


Appraisals that are permitted
to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised Out Class shall be in addition
to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices
or this Agreement without regard to any appraisal requests made by any Holder of an Appraised Out Class.


 


(b)        While
an Appraisal Reduction Amount exists, (i) the amount of any Monthly Payment Advances shall be reduced as provided in Section
3.23(a), and (ii) the existence thereof will be taken into account for purposes of determining (a) the Voting Rights of certain
Classes of Certificates as provided in Section 3.7(c) or (b) if a Control Termination Event is continuing.


 


(c)        The
Certificate Balance of each Class of the Sequential Pay Certificates (other than the Class A Certificates) shall be notionally
reduced (solely for purposes of determining (x) the Voting Rights of the related Classes and the Controlling Class and (y) whether
a Control Termination Event is continuing on any Distribution Date) on any Distribution Date, to the extent of any Appraisal Reduction
Amount allocated to such Class on such Distribution Date. Appraisal Reduction Amounts with respect to the Whole Loan shall be


 



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applied,
first, to the B Note, and then to the A Notes, pro rata and pari passu, in each case based on the outstanding principal balances
of the related Notes. The Appraisal Reduction Amount for the Trust Loan for any Distribution Date shall be applied to notionally
reduce the Certificate Balances of the Sequential Pay Certificates (other than the Class A Certificates) in the following order
of priority: first, to the Class HRR Certificates; second, to the Class F Certificates; third, to the Class
E Certificates; fourth, to the Class D Certificates; fifth, to the Class Certificates; and sixth, to the to
the Class B Certificates; (provided in each case that no Certificate Balance in respect of any such Class may be notionally
reduced below zero). Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of any Class
A Certificate.


 


(d)        In
the event that a portion(s) of one or more Monthly Payment Advances with respect to the Trust Loan was reduced as a result of an
Appraisal Reduction Event, the amount of the Net Liquidation Proceeds to be applied to interest shall be reduced by the aggregate
amount of such reductions and the portion of such Net Liquidation Proceeds to be applied to principal shall be increased by such
amount, and if the amounts of the Net Liquidation Proceeds to be applied to principal have been applied to pay the principal of
the Trust Loan in full, any remaining Net Liquidation Proceeds shall then be applied to pay any remaining accrued and unpaid interest
on the Trust Loan in accordance with Section 1.3.


 


(e)        If
(i) an Appraisal Reduction Event has occurred, (ii) with respect to the Property, either (A) no Appraisal or updates of any Appraisal
have been obtained with respect to the Property or Foreclosed Property, as the case may be, during the 9-month period prior to
the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed
Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the
value of such Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained for the Property
or Foreclosed Property, as the case may be, within 60 days after the Appraisal Reduction Event has occurred, then (x) until the
new Appraisal is obtained for the Property, the appraised value of the Property for purposes of determining the Appraisal Reduction
Amount shall be equal to 75% of the appraised value set forth in the most recent Appraisal for the Property or Foreclosed Property,
as the case may be (the “Assumed Appraised Value”), and (y) upon receipt of the new Appraisal by the Special
Servicer, the appraised value of the Property or Foreclosed Property, as the case may be, shall be based on such new Appraisal
and the Appraisal Reduction Amount will be recalculated in accordance with the definition of Appraisal Reduction Amount.


 


Section
3.8.     Investment of Funds in the Collection Account and Any Foreclosed Property Account. (a) The Servicer (and, with
respect to the Foreclosed Property Account, the Special Servicer) may direct any depository institution maintaining the
Collection Account, any Reserve Account (to the extent interest is not payable to the Mortgage Loan Borrower) or the
Foreclosed Property Account, respectively (each, for purposes of this Section 3.8, an “Investment
Account”), to invest the funds in such Investment Account in one or more Permitted Investments that bear interest
or are sold at a discount, and that mature, unless payable on demand, no later than the Business Day preceding the date on
which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement. Any direction by the
Servicer or the Special Servicer, as applicable, to invest funds on deposit in an


 



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Investment Account shall be in writing and
shall certify that the requested investment is a Permitted Investment which matures at or prior to the time required hereby
or is payable on demand. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment
of funds in an Investment Account shall be made in the name of the Trustee for the benefit of the Certificateholders (in its
capacity as such) or in the name of a nominee of the Trustee. The Trustee shall have sole control (except with respect to
investment direction, which shall be in the control of the Servicer (or the Special Servicer, with respect to the Foreclosed
Property Account) as an independent contractor to the Trust Fund) over each such investment and any certificate or other
instrument evidencing any such investment shall be delivered directly to the Trustee or its agent (which shall initially be
the Servicer or the Special Servicer, as applicable), together with any document of transfer, if any, necessary to
transfer title to such investment to the Trustee for the benefit of the Certificateholders or its nominee. The Trustee and
the Certificate Administrator shall have no responsibility or liability with respect to the investment directions of the
Servicer or the Special Servicer, as applicable, or any losses resulting therefrom, whether from Permitted Investments or
otherwise. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment
payable on demand, the Servicer and the Special Servicer, as applicable, 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 (1) all amounts then payable thereunder and (2) the amount required
to be withdrawn on such date; and


 


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


 


(b)       All
net income and gain realized from investment of funds deposited in the Collection Account shall be for the benefit of the Servicer
in accordance with the terms and priorities of this Agreement. All net income and gain realized from investment of funds deposited
in the Foreclosed Property Account shall be for the benefit of the Special Servicer. Any net losses on funds in the Collection
Account or the Foreclosed Property Account shall be reimbursed by the Servicer or the Special Servicer, as applicable, from its
own funds promptly, but in any event on or prior to the Remittance Date following the realization of such loss.


 


(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 Servicer shall take such action as
may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.
In the event the Servicer takes any such action, the Trust Fund shall pay or reimburse the Servicer, pursuant to Section 3.4(c),
for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Servicer in connection therewith.


 


(d)       For
the avoidance of doubt, the Collection Account, the Foreclosed Property Account, the Interest Reserve Account and the Lower-Tier
Distribution Account 


 



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(including interest, if any,
earned on the investment of funds in such accounts) will be owned by the Lower-Tier REMIC, and the Upper-Tier 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.


 


(e)       Notwithstanding
the foregoing, neither the Servicer, nor the Special Servicer shall cover any losses from the bankruptcy or insolvency of a depository
institution holding an account described in this Section 3.8, so long as (i) such depositary institution or trust company
satisfied the qualifications set forth in the definition of Eligible Institution at the time such deposit was made and such institution
was not an Affiliate of the Servicer or the Special Servicer, as applicable and (ii) such loss was incurred within 30 days after
the earlier of (a) the date of such bankruptcy or insolvency or (b) the date on which the depositary institution or trust company
failed to satisfy the qualifications set forth in the definition of Eligible Institution.


 


Section
3.9.     Payment of Taxes, Assessments, etc. The Servicer (other than with respect to any Foreclosed Property) and the
Special Servicer (with respect to any Foreclosed Property) shall maintain accurate records with respect to the Property (or
any Foreclosed Property, as the case may be) reflecting the status of taxes, assessments, charges and other similar items
that are or may become a lien on the Property (or any Foreclosed Property, as the case may be) and the status of insurance
premiums payable in respect of insurance policies required to be maintained pursuant to Section 3.11 hereof. The
Servicer shall obtain, from time to time, all bills for the payment of such items (including renewal premiums). The Servicer
shall pay (or cause to be paid) real estate taxes, insurance premiums and other similar items from funds in the applicable
Reserve Account in accordance with the Mortgage Loan Agreement at such time as may be required by the Mortgage Loan
Documents. If the Mortgage Loan Borrower does not make the necessary payments and/or a Mortgage Loan Event of Default has
occurred and amounts in the applicable Reserve Account are insufficient to make such payments, the Servicer shall make a
Property Protection Advance, subject to the determination of non-recoverability provided in Section 3.23, from its own
funds for amounts payable with respect to all such items related to the Property when and as the same shall become due and
payable. The Servicer shall ensure that the amount of funds in the applicable Reserve Account is increased when and if
applicable taxes, assessments, charges and other similar items, ground rents or insurance premiums are increased, in
accordance with the terms of the Mortgage Loan Agreement.


 


Section
3.10.     Appointment of Special Servicer. (a) Cohen Financial, a Division of SunTrust Bank, is hereby appointed as the
initial Special Servicer to service the Whole Loan while a Special Servicing Loan Event has occurred and is continuing and
perform the other obligations of the Special Servicer hereunder.


 


(b)       If
there is a Special Servicer Termination Event with respect to any Special Servicer, such Special Servicer may be removed and replaced
pursuant to Section 7.1. The Trustee shall, promptly after receiving notice of any such removal, so notify the Servicer,
the Companion Loan Holders and, subject to Section 10.17, each Rating Agency. The appointment of any such successor Special
Servicer shall not relieve the Servicer or the Trustee of their respective obligations to make Advances as set forth herein; provided,
however, the


 



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initial
Special Servicer specified above shall not be liable for any actions or any inaction of such successor Special Servicer. No termination
fee shall be payable to the terminated Special Servicer. No termination of the Special Servicer and appointment of a successor
Special Servicer shall be effective until the successor Special Servicer has assumed all of its responsibilities, duties and liabilities
hereunder in writing, a Companion Loan Rating Agency Confirmation with respect to such appointment has been delivered to the Trustee
and Rating Agency Confirmation with respect to such appointment has been delivered to the Trustee. Any successor Special Servicer
shall be deemed to make the representations and warranties provided for in Section 2.5(a) mutatis mutandis as of
the date of its succession. The terminated Special Servicer shall retain all rights accruing to it under this Agreement, including
the right to receive fees accrued prior to its termination and other amounts payable to it (including indemnification payments).


 


(c)          Upon
determining that a Special Servicing Loan Event has occurred and is continuing, the Servicer shall immediately give notice thereof
to the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, and the Servicer shall use its reasonable
efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting the
Mortgage File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to
the Whole Loan and reasonably requested by the Special Servicer to enable it to assume its duties hereunder with respect thereto
(and concurrently provide a copy of such Mortgage File, exclusive of all Privileged Information, to the Operating Advisor). The
Servicer shall use its reasonable efforts to comply with the preceding sentence within five Business Days of the date that a Special
Servicing Loan Event has occurred. The Servicer in any event shall continue to act as Servicer and administrator of the Whole Loan
until the Special Servicer has commenced the servicing of the Whole Loan, upon the occurrence and during the continuation of a
Special Servicing Loan Event, which shall occur, in the case of a Special Servicing Loan Event, upon the receipt by the Special
Servicer of the information, documents and records referred to in the preceding sentence. The Special Servicer shall instruct the
Mortgage Loan Borrowers to continue to remit all payments in respect of the Whole Loan to the Servicer. The Servicer shall forward
any notices it would otherwise send to the Mortgage Loan Borrowers under the Whole Loan to the Special Servicer who shall send
such notice to the Mortgage Loan Borrowers while a Special Servicing Loan Event has occurred and is continuing.


 


(d)          Upon
determining that a Special Servicing Loan Event is no longer continuing, the Special Servicer shall promptly give notice thereof
to the Servicer, the Operating Advisor, the Certificate Administrator and the Trustee and the Companion Loan Holders, and upon
giving such notice such Special Servicing Loan Event shall cease, the Special Servicer’s obligation to service the Whole
Loan shall terminate and the obligations of the Servicer to service and administer the Whole Loan shall resume and the Special
Servicer shall return all of the information and materials furnished to the Special Servicer pursuant to Section 3.10(c)
to the Servicer.


 


(e)          In
making a Major Decision or in servicing the Whole Loan during the continuance of a Special Servicing Loan Event, the Servicer or
the Special Servicer, as applicable, shall provide to the Custodian originals of documents entered into in connection therewith
that are required to be included within the definition of “Mortgage File” for inclusion


 






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in
the Mortgage File (to the extent such documents are in the possession of the Servicer or the Special Servicer, as applicable)
and copies of any additional related Whole Loan information, including correspondence with the Mortgage Loan Borrowers, and the
Special Servicer shall promptly provide copies of all of the foregoing to the Servicer as well as copies of any related analysis
or internal review prepared by or for the benefit of the Special Servicer.


 


(f)           During
any period in which a Special Servicing Loan Event is continuing, no later than the Business Day preceding each date on which the
Servicer is required to furnish a report under Section 3.18(a) to the Certificate Administrator, the Special Servicer shall
deliver to the Servicer a written statement describing (i) the amount of all payments on account of interest received on the Note,
the amount of all payments on account of principal received on the Note, the amount of Insurance Proceeds and Net Liquidation Proceeds
received, the amount of any Foreclosure Proceeds received with respect to the Property, and the amount of net income or net loss,
as determined from 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 rental income that does not constitute rents from real property with respect to, any Foreclosed Property,
in each case in accordance with Section 3.15 and (ii) such additional information relating to the Whole Loan as the Servicer
or the Certificate Administrator reasonably requests to enable it to perform its duties under this Agreement.


 


(g)          Notwithstanding
the provisions of the preceding subsection (c), the Servicer shall maintain ongoing payment records with respect to the
Whole Loan and shall provide the Special Servicer with any information reasonably required by the Special Servicer to perform its
duties under this Agreement.


 


(h)          The
Special Servicer, at the earlier of (x) within 60 days after the occurrence of a Special Servicing Loan Event and (y) prior to
taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision)
if a Special Servicing Loan Event occurs, shall prepare a report (the “Asset Status Report”) for the Whole Loan.
The Special Servicer will be required to promptly deliver each Asset Status Report in electronic format to the Controlling Class
Representative (but only for so long as a Consultation Termination Event has not occurred and is not continuing), the Depositor,
the Operating Advisor, the Certificate Administrator, the Trustee, the Servicer, the Companion Loan Holders (as and to the extent
required under Section 5(d) of the Co-Lender Agreement) and, subject to Section 10.17, the Rating Agencies; provided,
however, that the Special Servicer shall not be required to deliver an Asset Status Report to the Controlling Class Representative
if they are the same entity or Affiliates of each other. Such Asset Status Report shall be consistent with Accepted Servicing Practices
and set forth the following information to the extent reasonably determinable:


 


(i)           summary
of the status of the Whole Loan and any negotiations with the Mortgage Loan Borrowers;


 


(ii)          a
discussion of the legal and environmental considerations reasonably known at such time to the Special Servicer, consistent with
Accepted Servicing Practices, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any


 






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related
guaranties or other collateral for the Whole Loan and whether outside legal counsel has been retained;


 


(iii)         the
most current rent roll and income or operating statement available for the Property;


 


(iv)         the
Special Servicer’s recommendations on how the Whole Loan might be returned to performing status or otherwise realized upon;


 


(v)          the
appraised value of the Property together with the Appraisal or the assumptions used in the calculation thereof;


 


(vi)         the
status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect thereto
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of an additional Mortgage
Loan Event of Default;


 


(vii)        a
description of any proposed actions;


 


(viii)       the
alternative courses of action considered by the Special Servicer in connection with the proposed actions;


 


(ix)          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; and an analysis of whether or
not taking such action is reasonably likely to produce a greater recovery on a present value basis than not taking such action,
setting forth (x) the basis on which the Special Servicer made such determination and (y) the net present value calculation (including
the applicable discount rate used) and all related assumptions. In connection with the foregoing analysis, if the Mortgage Loan
Borrowers have indicated its refusal to pay any Workout Fees, Special Servicing Fees or Liquidation Fees due to the Special Servicer,
the Special Servicer must consider the costs to the Trust and analyze as an alternative a sale of the Whole Loan or of the related
Foreclosed Property or other exercise of remedies;


 


(x)           a
summary of the status of any action that was described in the most recent prior Asset Status Report and subsequently effected by
the Special Servicer; and


 


(xi)          such
other information as the Special Servicer deems relevant in light of the proposed action and Accepted Servicing Practices.


 


For so long as there
is no continuing Control Termination Event, the Controlling Class Representative shall have the right to disapprove the Asset Status
Report prepared by the Special Servicer within 10 Business Days after receipt of the Asset Status Report. For so long as there
is no continuing Control Termination Event, if the Controlling Class Representative does not disapprove an Asset Status Report
in writing within 10 Business Days of receiving such Asset Status Report or if the Special Servicer makes a determination, in accordance
with Accepted Servicing Practices, that the disapproval by the Controlling Class Representative


 






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(communicated
to the Special Servicer within such 10 Business Day period) is not in the best interest of all the Certificateholders, then the
Special Servicer shall implement the recommended action as outlined in such Asset Status Report. If, prior to the occurrence and
continuance of a Control Termination Event, the Controlling Class Representative disapproves such Asset Status Report within such
10 Business Day period and the Special Servicer has not made an affirmative determination pursuant to the preceding sentence,
then the Special Servicer shall revise the Asset Status Report and deliver to the Controlling Class Representative (prior to the
occurrence and continuance of a Control Termination Event), the Operating Advisor, the Certificate Administrator and, subject
to Section 10.17 of this Agreement, each Rating Agency a new Asset Status Report as soon as practicable, but in no event
later than 30 days after the disapproval. Prior to the occurrence and continuance of a Control Termination Event, the Special
Servicer shall continue to revise such Asset Status Report as described above until the Controlling Class Representative shall
fail to disapprove such revised Asset Status Report in writing within 10 Business Days of receiving such revised Asset Status
Report or until the Special Servicer makes a determination, in accordance with Accepted Servicing Practices, that such disapproval
is not in the best interests of the Certificateholders (as a collective whole as if such Certificateholders constitute a single
lender) provided that, if the Controlling Class Representative has not approved the Asset Status Report for a period of
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 Accepted Servicing Practices.


 


During the continuance
of an Operating Advisor Consultation Event, the Operating Advisor shall consult with and provide comments to the Special Servicer
in respect of each 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 Controlling Class Representative) in connection with the Special Servicer’s
preparation of any Asset Status Report that is provided while an Operating Advisor Consultation Event has occurred and is continuing.
The Special Servicer shall revise the Asset Status Report as it deems necessary to take into account any input and/or comments
from the Operating Advisor (and if no Consultation Termination Event has occurred, the Controlling Class Representative), 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 Accepted Servicing Practices and in the best interest of the Certificateholders and
the Companion Loan Holders as a collective whole, the Companion Loan Holders. 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 Controlling Class Representative,
the Special Servicer shall deliver to the Operating Advisor and the Controlling Class Representative the revised Asset Status Report
(until a Final Asset Status Report is issued) or notice that the Special Servicer has decided not to revise such Asset Status Report,
as applicable.


 


In connection with the
approval or consultation rights of the Controlling Class Representative and/or Operating Advisor with respect to any Asset Status
Report, if the Special


 






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Servicer
determines that any action recommended in an Asset Status Report is necessary to protect the Property or the interests of the
Certificateholders from potential harm if such action is not taken, or if a failure to take any such action at such time would
be inconsistent with Accepted Servicing Practices, the Special Servicer may take actions with respect to the Property before the
expiration of the 10 Business Day period if the Special Servicer reasonably determines in accordance with Accepted Servicing Practices
that failure to take such actions before the expiration of the 10 Business Day period would materially adversely affect the interest
of the Certificateholders, and the Special Servicer has made a reasonable effort to contact the Controlling Class Representative
or the Operating Advisor, as applicable.


 


After the occurrence
and during the continuance of a Control Termination Event, the Controlling Class Representative shall have no right to consent
to any Asset Status Report under this Section 3.10. After the occurrence and during the continuance of a Control Termination
Event but prior to the occurrence of a Consultation Termination Event, the Controlling Class Representative, and after the occurrence
and during the continuance of an Operating Advisor Consultation Event, the Operating Advisor, shall consult with the Special Servicer
(telephonically or electronically) and propose alternative courses of action and provide other feedback in respect of any Asset
Status Report. After the occurrence of a Consultation Termination Event, the Controlling Class Representative (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 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 Accepted Servicing Practices to take into account any input and/or recommendations
of the Operating Advisor or the Controlling Class Representative during the applicable periods described above, but is under no
obligation to follow any particular recommendation of the Operating Advisor or the Controlling Class Representative.


 


The Special Servicer
may, from time to time, modify any Asset Status Report it has previously delivered and implement such report, provided such report
shall have been prepared, reviewed and not rejected pursuant to the terms of this Section. In any event, for so long as a Control
Termination Event has not occurred and is not continuing, if the Controlling Class Representative has not approved the Asset Status
Report within 60 Business Days following the first submission thereof, the Special Servicer may act upon the most recently submitted
form of Asset Status Report, if consistent with Accepted Servicing Practices.


 


Notwithstanding anything
to the contrary herein, after the occurrence and during the continuance of a Consultation Termination Event, the Controlling Class
Representative shall have no right to receive any Asset Status Report or otherwise consult with the Special Servicer with respect
to any matter set forth therein. After the occurrence and during the continuance of a Control Termination Event, the Controlling
Class Representative shall have no right to consent to any Asset Status Report under this Section 3.10(h).


 


The Special Servicer
shall (x) deliver to the Certificate Administrator a proposed notice to the Certificateholders that will include a summary of the
Final Asset Status Report in an electronic format which format is reasonably acceptable to the Certificate Administrator (which
shall be a brief summary of the current status of the Property and current strategy with respect to


 






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the
Whole Loan), and the Certificate Administrator shall be required to post such notice and summary (but not such Final Asset Status
Report) on the Certificate Administrator’s Website and (y) implement the Asset Status Report in the form delivered to the
Depositor. The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and, following
delivery of such modified Asset Status Report to the 17g-5 Information Provider and a summary of the same to the Certificate Administrator,
which the 17g-5 Information Provider and the Certificate Administrator, respectively shall post on their respective websites pursuant
to Section 8.14(b) or Section 10.17, as applicable, implement such report.


 


(i)           During
the continuance of a Special Servicing Loan Event, the Special Servicer shall have the authority to meet with the Mortgage Loan
Borrowers and take any actions consistent with Section 3.24, Accepted Servicing Practices and the most recent Final Asset
Status Report.


 


(j)           In
addition, during the continuance of a Special Servicing Loan Event, on the last day of each Collection Period the Special Servicer
shall prepare and deliver to the Servicer the CREFC® Special Servicer Loan File with respect to the Whole Loan.


 


(k)          Beginning
in 2018, the Special Servicer shall prepare and file on a timely basis the reports of foreclosure and abandonment of the Property
required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Trust Loan and the
Companion Loan required by Section 6050P of the Code.


 


(l)           Notwithstanding
the foregoing, the Special Servicer shall not follow any advice, direction or consultation provided by the Controlling Class Representative
or the Operating Advisor that would require or cause the Special Servicer to violate any applicable law or provisions of the Code
resulting in an Adverse REMIC Event (other than the imposition of a tax on “net income from foreclosure property”),
be inconsistent with Accepted Servicing Practices, require or cause the Special Servicer to violate provisions of this Agreement
or the Co-Lender Agreement, require or cause the Special Servicer to violate the terms of the Whole Loan, expose any Certificateholder,
Companion Loan Holder, or any party to this Agreement or their Affiliates, officers, directors or agents to any claim, suit or
liability or materially expand the scope of the responsibilities of the Special Servicer or Servicer, as applicable, under this
Agreement.


 


Section 3.11.     Maintenance
of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer, consistent
with Accepted Servicing Practices and the Mortgage Loan Documents, shall use efforts consistent with the Accepted Servicing Practices
to cause to be maintained by the Mortgage Loan Borrower (or if the Mortgage Loan Borrowers fail to maintain such insurance in accordance
with the Mortgage Loan Agreement, the Servicer shall cause to be maintained to the extent the Trustee, as mortgagee of record,
has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained (to
the extent such insurance is available at commercially reasonable rates, provided, that the commercially reasonably requirement
shall not apply with respect to terrorism insurance which will be governed by the Mortgage Loan Documents) by the Mortgage Loan
Borrowers under the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the
Servicer, as a Property Protection Advance unless it would be


 






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a
Nonrecoverable Advance in which case it shall be paid by the Trust, and as applicable, by the Companion Loan Holders pursuant
to the Co-Lender Agreement. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the
Mortgage Loan Borrowers to be in default with respect to the failure of the Mortgage Loan Borrowers to obtain, all-risk casualty
insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer has determined,
on an annual basis, that such failure is an Acceptable Insurance Default. In making any determination related to an Acceptable
Insurance Default, the Special Servicer, to the extent consistent with Accepted Servicing Practices, is entitled to rely on the
opinion of an insurance consultant. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance
pursuant to this Agreement to the extent the Mortgage Loan Borrowers would not be obligated to maintain terrorism insurance under
the Mortgage Loan Documents as in effect on the date thereof.


 


(b)          The
Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such
insurance (including environmental insurance) with respect to any Foreclosed Property as the Mortgage Loan Borrowers are required
to maintain with respect to the Property referred to in subsection (a) of this Section 3.11 or, at the Special Servicer’s
election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance
with respect to the Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall
be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance. Any such insurance
(other than terrorism insurance, which shall be maintained to the extent required under subsection (a)) that is required
to be maintained with respect to any Foreclosed Property shall only be so required to the extent such insurance is available at
commercially reasonable rates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of
the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such
Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance,
the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall
make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be
subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee of record having an insurable
interest and the availability of such insurance at commercially reasonable rates.


 


(c)          The
Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining
a master force placed or blanket insurance policy insuring against losses on the Property or any Foreclosed Property, as the case
may be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11.
The incremental cost of such insurance allocable to the Property or any Foreclosed Property, if not borne by the Mortgage Loan
Borrowers, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance. If such
master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable,
shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but
for such clause to the extent any such deductible exceeds the deductible limitation that


 






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pertained
to the Whole Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted
Servicing Practices.


 


(d)          Each
of the 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, the issuer of which is rated
no lower than the applicable Qualified Insurer Ratings, covering its directors, officers and employees, as applicable, in connection
with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable,
against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage
of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required
by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at
least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and
the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at
least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each
were servicing and administering the Whole Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that
any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable
replacement bond or policy. Each shall use reasonable effort to cause each and every sub-servicer, if any, to maintain a blanket
fidelity bond and an errors and omissions insurance policy meeting the requirements as described above. In lieu of the foregoing,
but subject to this Section 3.11, the Servicer and the Special Servicer shall be entitled to self-insure with respect to
such risks so long as its (or its immediate or ultimate parent’s) long term unsecured debt rating is rated no lower than:
(a) “A-” by S&P, (b) “A3” by Moody’s, (c) “A-” by Fitch, (d) “A(low)”
by DBRS, (e) “A-:VIII” by A.M. Best or (f) the equivalent by KBRA.


 


(e)          No
provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve
the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator
shall be entitled to request, upon receipt of a written request from any Certificateholder, and the Servicer and the Special Servicer
shall each deliver or cause to be delivered to the Certificate Administrator, a certificate of insurance from the surety and insurer
certifying that such insurance is in full force and effect. The Certificate Administrator will make any such certificate of insurance
available to the requesting Certificateholder on a confidential basis.


 


(f)          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 3.12.     Procedures
with Respect to the Trust Loan; Realization upon the Property. (a) Upon the occurrence
of a Mortgage Loan Event of Default, the Special Servicer on behalf of the Trust, subject to the terms of the Mortgage Loan Documents
and consistent with Accepted Servicing Practices, shall promptly pursue the remedies set forth therein, including


 






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foreclosure
or other realization on the Property and the other collateral for the Trust Loan. In connection with any foreclosure, enforcement
of the Mortgage Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and
the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines,
in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance.


 


(b)          Such
proposed acceleration of the Trust Loan and/or foreclosure on the Property shall be taken unless the Special Servicer waives such
Mortgage Loan Event of Default (or modifies or amends the Whole Loan to cure the Mortgage Loan Event of Default), which the Special
Servicer may do if such modification, waiver or amendment is consistent with Accepted Servicing Practices and does not result in
an Adverse REMIC Event (other than the imposition of a tax on “net income from foreclosure property” under Section
860G(c)) of the Code.


 


(c)          In
connection with such foreclosure as described in Section 3.12(a) or other realization on the Property, the Special Servicer
shall follow Accepted Servicing Practices; provided, however, that the Special Servicer shall not be permitted to
direct the Servicer, and neither the Special Servicer nor the Servicer shall be required, to expend its own funds to restore the
Property damaged by an Uninsured Cause unless the Servicer or the Special Servicer, as applicable, permitted the related insurance
policy to lapse in violation of its respective obligations hereunder. If the Servicer does expend its own funds to restore the
Property damaged by an Uninsured Cause (which insurance policy did not lapse in violation of the Servicer’s obligations),
such expense shall be a Property Protection Advance. In connection with any foreclosure, enforcement of the Mortgage Loan Documents
or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs
and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted
Servicing Practices, that such Advance would constitute a Nonrecoverable Advance.


 


(d)          Notwithstanding
the foregoing, the Special Servicer may not foreclose on the Property on behalf of the Trust Fund and the Companion Loan Holders
and thereby be the beneficial owner of the Property, or take any other action with respect to such item that would cause the Trustee,
on behalf of the Trust Fund and the Companion Loan Holders, to be considered to hold title to, to be a “mortgagee-in-possession”
of, or to be an “owner” or “operator” of the Property within the meaning of CERCLA or any comparable law,
unless the Special Servicer has previously determined, based on a report prepared at the expense of the Trust Fund by an independent
person or entity who regularly conducts site assessments for purchasers of comparable properties (a copy of such report to be provided
to the Companion Loan Holders, the Trustee and the Certificate Administrator by the Special Servicer), that (i) the Property is
in compliance with applicable environmental laws or that taking the remedial actions necessary to comply with such laws is reasonably
likely to produce a greater recovery on a present value basis than not taking such actions and (ii) there are no circumstances
known to the Special Servicer relating to the use of hazardous substances or petroleum-based materials that require investigation
or remediation, or that if such circumstances exist taking such remedial actions is reasonably likely to produce a greater recovery
on a net present value basis


 






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than
not taking such actions. The Special Servicer shall deliver a copy of any such report to the Rating Agencies, subject to Section
10.17.


 


If the Special Servicer
has so determined based on satisfaction of the criteria in this Section 3.12(d) that it would be in the best economic interest
of the Certificateholders and the Companion Loan Holders (as a collective whole as if the Certificateholders and the Companion
Loan Holders constituted a single lender taking into account that the B Notes are junior to the A Notes) (as determined in accordance
with Accepted Servicing Practices) to institute a foreclosure or take any other actions described in the immediately preceding
paragraph, then subject to the rights of (i) the Controlling Class Representative to consent to, and (ii) the Controlling Class
Representative and the Operating Advisor to consult in respect of, such action, as applicable, the Special Servicer shall take
such proposed action. The Special Servicer shall not foreclose upon or otherwise cause the Trust to acquire ownership of any Collateral
other than the Property unless it receives an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property
Protection Advance unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance)
to the effect that such acquisition will not result in an Adverse REMIC Event (other than the imposition of a tax on “net
income from foreclosure property” under Section 860G(c) of the Code).


 


The Special Servicer
shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean up or remediation
as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance
would constitute a Nonrecoverable Advance.


 


(e)          The
environmental site assessments contemplated by Section 3.12(d) shall be prepared by any Independent Person who regularly
conducts environmental site assessments for purchasers of comparable properties, as determined by the Servicer in a manner consistent
with Accepted Servicing Practices. The cost of each such environmental site assessment shall qualify as a Property Protection Advance
and shall be advanced by the Servicer unless the Servicer determines that such Advance would constitute a Nonrecoverable Advance.


 


(f)           Notwithstanding
any acquisition of title to the Property following a Mortgage Loan Event of Default under the Whole Loan and cancellation of the
Whole Loan, the Trust Loan and the Companion Loan, the Trust Loan and the Companion Loan shall be deemed to remain outstanding
and, in the case of the Trust Loan, held in the Trust Fund for purposes of the application of collections and shall be reduced
only by collections net of expenses. For purposes of all calculations hereunder, so long as the Trust Loan and any Companion Loan
shall be deemed to remain outstanding, (i) it shall be assumed that the unpaid principal balance of the Trust Loan and any Companion
Loan immediately after any discharge is equal to the unpaid principal balance of the Whole Loan immediately prior to such discharge
and (ii) Foreclosure Proceeds shall be applied as provided in Section 1.3(b) and the Co-Lender Agreement.


 


(g)          Notwithstanding
any provision herein to the contrary, the Special Servicer shall not acquire and hold for the benefit of the Trust Fund any personal
property (including any non-real property Collateral) pursuant to this Section 3.12 unless:


 






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(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 Servicer as a Property Protection
Advance unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance in which
case it shall be treated as a trust fund expense) to the effect that the holding of such personal property by the Trust Fund will
not result in an Adverse REMIC Event at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding (and
such Opinion of Counsel may be premised on the designation hereby of any such personal property as being deemed part of an “outside
reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h) with the owner of such personal property for
federal income tax purposes to be designated at such time)).


 


(h)          Notwithstanding
any provision to the contrary in this Agreement, the Special Servicer shall not, on behalf of the Trust Fund, obtain title to any
direct or indirect partnership interest or other equity interest, including the Membership Interests in the Borrower or the Pledged
Loans pledged pursuant to any pledge agreement unless the Special Servicer shall have requested and received an Opinion of Counsel
(which opinion shall be an expense of the Trust Fund) to the effect that the holding of such partnership interest or other equity
interest, or the Pledged Loans, by the Trust Fund will not cause an Adverse REMIC Event.


 


Section 3.13.     Custodian
to Cooperate; Release of Items in the Mortgage File. From time to time and
as appropriate for the servicing of the Whole Loan or Foreclosure of or realization on the Property, the Custodian shall, upon
receipt of written request of a Servicing Officer of the Servicer or the Special Servicer and delivery to the Custodian of a receipt
for release in the form of Exhibit B hereto, release or cause to be released any items from the Mortgage File to the Servicer
or the Special Servicer, as the case may be, within the lesser of (i) seven (7) calendar days and (ii) five (5) Business Days of
its receipt of the related receipt for release. The Special Servicer shall institute all Foreclosures as an authorized delegate
of the Trustee, on behalf of the Trust Fund and the Companion Loan Holders. In the event the Special Servicer cannot institute
a Foreclosure in its own name, the Special Servicer shall notify the Trustee and the Trustee shall reasonably cooperate with the
Special Servicer in connection with any prosecution of any Foreclosure (including at the written request of a Servicing Officer
of the Special Servicer, execute such documents furnished to it as shall be necessary to the prosecution of any such Foreclosure).
Such receipt for release shall obligate the Servicer or the Special Servicer to (and the Servicer or Special Servicer, as applicable,
shall) return such items to the Custodian when the need therefor by the Servicer or the Special Servicer no longer exists.


 


Section 3.14.     Title
and Management of Foreclosed Property. (a) In the event that
title to the Property is acquired for the benefit of the Certificateholders and the Companion Loan Holders in foreclosure or by
deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name
of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan
Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company
wholly-owned by the Trust and which is managed by the


 






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Special
Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable
Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition
Date shall be deemed to occur under the REMIC Provisions with respect to such Property, the expense of such consultation being
treated as a Property Protection Advance. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall
dispose of any Foreclosed Property held by the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing
Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section
12.2. Subject to Sections 11.2 and 3.14(e), the Special Servicer shall hire on behalf of the Trust Fund and
the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Certificateholders
and the Companion Loan Holders solely for the purpose of its prompt disposition and sale in a manner which does not cause such
Foreclosed Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code
(determined without regard to the exception applicable for purposes of Section 860D(a) of the Code) and such that income from
the operation or sale of such property does not result in receipt by the Trust Fund of any income from non-permitted assets as
described in Section 860F(a)(2)(B) of the Code with respect to such property. In connection with such management, the Successor
Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account.


 


(b)          The
Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property
separate and apart from its own funds and general assets and shall establish and maintain with respect to any Foreclosed Property
a Foreclosed Property Account in either (A) the name of the Special Servicer on behalf of the Trust pursuant to Section 3.6
or (B) the name of a limited liability company wholly owned by the Trust and managed by the Special Servicer.


 


(c)          The
Special Servicer shall have full power and authority, subject to Accepted Servicing Practices and the specific requirements and
prohibitions of this Agreement, to do any and all things in connection with any Foreclosed Property for the benefit of the Certificateholders
and the Companion Loan Holders (as a collective whole as if the Certificateholders and the Companion Loan Holders constituted a
single lender taking into account that the B Notes are junior to the A Notes) on such terms as are appropriate and necessary for
the efficient operation or liquidation, as applicable, of any Foreclosed Property, so long as the Special Servicer deems such actions
to be consistent with Accepted Servicing Practices. Without limiting the generality of the foregoing, the Special Servicer may
retain an independent contractor to operate and manage any Foreclosed Property; provided, however, the retention
of an independent contractor will not relieve the Special Servicer of its obligations hereunder with respect to any Foreclosed
Property.


 






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The Special Servicer
shall deposit or cause to be deposited within 2 Business Days of receipt of properly identified funds in the Foreclosed Property
Account all revenues received with respect to any Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom
funds necessary for the proper operation, management and maintenance of any Foreclosed Property and for other expenses related
to the preservation and protection of any Foreclosed Property, including, but not limited to:


 


(i)           all
insurance premiums due and payable in respect of any Foreclosed Property;


 


(ii)          all
taxes, assessments, charges or other similar items in respect of any Foreclosed Property that could result or have resulted in
the imposition of a lien thereon; and


 


(iii)          all
costs and expenses necessary to preserve any Foreclosed Property, including the payment of ground rent, if any.


 


To the extent that amounts
on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above, the
Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer determines,
in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance.


 


(d)          On
or before the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and
deposit into the Collection Account the proceeds and collections received or collected since the preceding Remittance Date through
the Business Day prior to the Remittance Date on or with respect to any Foreclosed Property (including any funds no longer needed
in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to
fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property, including without
limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and
other related expenses.


 


(e)          The
Special Servicer, in the name of the Trust Fund, shall (subject to Section 3.14(a)) contract with any Successor Manager
for the operation and management of each Foreclosed Property; provided that no such contract shall impose individual liability
on the Trustee or the Trust; provided, further, that:


 


(i)           the
terms and conditions of any such contract shall not be inconsistent herewith;


 


(ii)          any
such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer
pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of such
Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable
but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account;


 






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(iii)          none
of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager
shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust
Fund on behalf of the Certificateholders and the Companion Loan Holders with respect to the operation and management of such Foreclosed
Property; and


 


(iv)         the
Successor Manager shall be permitted to perform construction (including renovations) on the Foreclosed Property only if the construction
was more than 10% complete at the time default on the Whole Loan became imminent.


 


The Special Servicer
shall be entitled, and to the extent required by the REMIC Provisions, shall be required, to enter into an 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. All REO
Management Fees shall be Trust Fund Expenses payable from the Foreclosed Property Account or subject to reimbursement pursuant
to Section 3.4(c)(xi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the
obligations of the Successor Manager on behalf of the Trust Fund and the Companion Loan Holders. Expenses incurred by the Special
Servicer in connection herewith shall qualify as Property Protection Advances.


 


Section 3.15.     Sale
of Foreclosed Property. (a) The Special Servicer,
on behalf of the Trust Fund, shall sell the Foreclosed Property on a servicing released basis as expeditiously as appropriate in
accordance with Accepted Servicing Practices in a manner designed to preserve the capital of the Certificateholders and the Companion
Loan Holders and not with a view to the maximization of profit, but in no event later than the Rated Final Distribution Date in
a manner provided under this Section 3.15 and subject to Section 12.2.


 


(b)          Subject
to the consent or consultation rights of the Controlling Class Representative set forth in Section 6.5 or Operating Advisor
set forth in Section 3.27, the Special Servicer may accept the highest cash offer for a Foreclosed Property received from
any Person. In no event may such offer be less than an amount at least equal to the Par Price. In the absence of any such offer,
the Special Servicer shall accept the highest cash offer, that the Special Servicer determines is a fair price based on Appraisals
obtained within the last nine (9) months. If the highest offeror is an Interested Person, the Trustee shall determine the fairness
of the highest offer based upon such Appraisal or, if no Appraisal has been obtained within the last nine (9) months, based on
an Appraisal obtained by the Trustee. In addition, the Trustee may (at its option at the expense of the Interested Person or as
a Trust Fund Expense) designate an Independent Appraiser that is an expert in real estate or commercial mortgage loan matters with
at least five (5) years’ experience in valuing or investing in loans secured by properties similar to the related Foreclosed
Property, and such Independent Appraiser shall be selected with reasonable care by the Trustee for the purpose of determining whether
such cash offer constitutes a fair price for the Foreclosed Property. If the Trustee designates such an Independent Appraiser to
make such determination, the Trustee shall be entitled to rely conclusively upon such Independent Appraiser’s determination.
Any such determination of a fair price of each Foreclosed Property by the Trustee shall be binding on all parties. The reasonable
costs of all such Appraisals, engineering reports, inspection reports and broker


 






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opinions
of value incurred by the Trustee or any such third party pursuant to Section 3.15(b) shall be covered by, and shall be
reimbursable by, the Interested Person, and if such fees or costs are not reimbursed by such Interested Person, such expense shall
be reimbursable as a Trust Fund Expense; provided that the Trustee shall not engage a third party expert whose fees exceed
a commercially reasonable amount as determined by the Trustee. The requirements of this Agreement may result in lower sales proceeds
than would otherwise be the case. Notwithstanding the foregoing, and subject to the rights of the Controlling Class Representative,
the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance
with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Certificateholders and the
Companion Loan Holders (as a collective whole, as if such Certificateholders and the Companion Loan Holders constituted a single
lender taking into account that the B Notes are junior to the A Notes), and the Special Servicer may accept a lower cash offer
(from any person other than an Interested Person) if it determines, in accordance with the Accepted Servicing Practices, that
acceptance of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders (as a collective
whole, as if such Certificateholders and the Companion Loan Holders constituted a single lender, taking into account that the
B Notes are junior to the A Notes). Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer
for or purchase the Foreclosed Property. Any Holder of a Controlling Class Certificate, the Controlling Class Representative or
any Affiliate of the foregoing shall be entitled to participate in, and submit a bid in connection with, any sale of Foreclosed
Property, to the same extent as any other Certificateholder; provided that any such Holder of a Controlling Class Certificate
and the Controlling Class Representative shall for all purposes be considered an Interested Person.


 


(c)          Subject
to the provisions of Section 3.14, the Special Servicer shall act on behalf of the Trust Fund and the Companion Loan Holders
in negotiating and taking any other action necessary or appropriate in connection with the sale of the Foreclosed Property, including
the collection of all amounts payable in connection therewith. Any sale of a Foreclosed Property shall be without recourse to the
Certificate Administrator, the Trustee, the Depositor, the Servicer, the Special Servicer, the Trust Fund, the Certificateholders
or the Companion Loan Holders (except that any contract of sale and assignment and conveyance documents may contain customary warranties,
so long as the only recourse for breach thereof is to the Trust Fund) and if consummated in accordance with the terms of this Agreement,
none of the Certificate Administrator, the Trustee, the Depositor or the Special Servicer shall have any liability to any Certificateholder
with respect to the purchase price thereof accepted by the Special Servicer or the Trustee.


 


(d)          The
proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith,
shall be deposited in the Collection Account in accordance with Section 3.4(a).


 


(e)          Within
30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to the Trustee, the Companion Loan Holders and
the Certificate Administrator a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date
the Foreclosed Property was acquired in foreclosure or by deed-in-lieu of foreclosure or otherwise, (ii) the date of disposition
of the Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect
to the Repurchase Price of


 






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the
Foreclosed Property, calculated from the date of acquisition to the disposition date, and (v) such other information as the Trustee
or the Certificate Administrator may reasonably request.


 


Section 3.16.     Sale
of Whole Loan and the Trust Loan. (i) Promptly upon the Whole Loan becoming a Defaulted Loan, the Special Servicer shall order (but shall not be required to have
received) an Appraisal. The Servicer shall use reasonable efforts to promptly notify in writing the Special Servicer, the Trustee,
the Certificate Administrator, the Controlling Class Representative (so long as no Consultation Termination Event is continuing),
the Companion Loan Holders and the Operating Advisor of the occurrence of such Special Servicing Loan Event. Upon delivery by the
Servicer of the notice described in the preceding sentence, and subject to the rights of the Controlling Class Representative and
the Operating Advisor, and to the right of the Mezzanine Lender to purchase the Whole Loan pursuant to the Intercreditor Agreement,
the Special Servicer may offer to sell to any Person the Whole Loan or may offer to purchase the Whole Loan, if and when the Special
Servicer determines, consistent with Accepted Servicing Practices, that no satisfactory arrangements can be made for collection
of delinquent payments thereon and such a sale would be in the best economic interests of the Certificateholders and the Companion
Loan Holders (as a collective whole as if the Certificateholders and the Companion Loan Holders constituted a single lender, taking
into account that the B Notes are junior to the A Notes) on a net present value basis. The Special Servicer shall provide the Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Controlling Class Representative (so long as no Consultation
Termination Event is continuing), Companion Loan Holders and the Operating Advisor not less than five (5) Business Days’
prior written notice of its intention to sell the Whole Loan, in which case the Special Servicer shall accept the highest offer
received from any Person (other than any Interested Person) for the Whole Loan in an amount at least equal to the Par Price or,
at its option, if it has received no offer at least equal to the Par Price therefor, the Special Servicer may purchase the Whole
Loan at the Par Price. Any Companion Loans are to be sold together with the Trust Loan, subject to this Section 3.16 and
any additional requirements set forth in the Co-Lender Agreement.


 


(ii)          In
the absence of any offer at least equal to the Par Price (or purchase by the Special Servicer at the Par Price), the Special Servicer
shall accept the highest offer that is determined by the Special Servicer (or the Trustee as provided in the next sentence) to
be a fair price for the Whole Loan, if the highest offeror is a Person other than an Interested Person. If the highest bidder is
an Interested Person, the Trustee shall determine the fairness of the highest bid based upon an Appraisal (which may be an Appraisal
obtained in the last nine (9) months by the Special Servicer), and the Trustee may conclusively rely on the opinion of such Appraisals
and such determination shall be binding upon all parties; provided that no offer from an Interested Person shall constitute a fair
price unless (A) it is the highest offer received and (B) if such offer is less than the applicable Par Price, at least two other
offers are received from independent third parties. 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 or as a Trust Fund
Expense, as described below) designate an Independent Appraiser that is an expert in real estate or commercial mortgage loan matters
with at least five (5) years’ experience in valuing or investing in loans similar to the Whole Loan,


 






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and
such Independent Appraiser shall be selected with reasonable care by the Trustee for the purpose of determining whether such cash
offer constitutes a fair price for the Whole Loan. If the Trustee designates such an Independent Appraiser to make such determination,
the Trustee shall be entitled to rely conclusively upon such Independent Appraiser’s determination. Any such determination
of a fair price of the Whole Loan by the Trustee shall be binding on all parties. The reasonable costs of all such Appraisals,
property condition assessments and broker opinions of value incurred by the Trustee or any such third party pursuant to this paragraph
shall be covered by, and shall be paid in advance by the Interested Person as a condition of the Trustee’s determination;
provided that the Trustee shall not engage a third party expert whose fees exceed a commercially reasonable amount as determined
by the Trustee. Any Holder of a Controlling Class Certificate, the Controlling Class Representative or any Affiliate of the foregoing
will be entitled to participate in, and submit a bid in connection with, any sale of the Whole Loan to the same extent as any
other Certificateholder; provided that any such Holder of a Controlling Class Certificate and the Controlling Class Representative
shall for all purposes be considered an Interested Person. Neither the Trustee, in its individual capacity, nor any of its Affiliates
may make an offer for or purchase the Whole Loan.


 


(iii)          The
Special Servicer shall not be obligated to accept the highest offer if the Special Servicer determines, in accordance with Accepted
Servicing Practices, that the rejection of such offer would be in the best interests of the Holders of the Certificates and the
Companion Loan Holders (as a collective whole, as if such Certificateholders and the Companion Loan Holders constituted a single
lender taking into account that the B Notes are junior to the A Notes). In addition, the Special Servicer may accept a lower offer
if it determines, in accordance with Accepted Servicing Practices, that the acceptance of such offer would be in the best interests
of the Holders of the Certificates and the Companion Loan Holders (as a collective whole, as if such Holders of the Certificates
and the Companion Loan Holders constituted a single lender taking into account that the B Notes are junior to the A Notes) (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 in other respects), provided that the offeror is not the holder
of the Controlling Class, the Special Servicer or a Person that is an Affiliate of any of them. So long as no Consultation Termination
Event is continuing, the foregoing rights of the Special Servicer shall be subject to the rights of the Controlling Class Representative.
The Special Servicer shall use reasonable efforts to sell the Whole Loan prior to the Rated Final Distribution Date. Notwithstanding
the foregoing, the sale by the Special Servicer of the Whole Loan is subject to the right of the Mezzanine Lender to exercise its
option to purchase the Whole Loan following a default as described under the Intercreditor Agreement (and such purchase price is
subject to the terms of the Intercreditor Agreement).


 


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


 






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(b)          The
right of the Special Servicer to purchase or sell the Whole Loan after the occurrence of a Special Servicing Loan Event shall terminate,
and shall not be exercisable as set forth in clause (a) above (or if exercised but the purchase of the Whole Loan has not yet occurred,
the Special Servicer’s right shall terminate and such exercise shall be of no further force or effect) if the Whole Loan
is no longer delinquent as a result of any of the following: (i) the Special Servicing Loan Event has ceased pursuant to the terms
of this Agreement, (ii) the Whole Loan has become subject to a fully executed agreement reflecting the terms of the workout arrangement,
(iii) the Whole Loan has otherwise been resolved (including by a full or discounted pay-off) or (iv) the Mezzanine Lender exercises
its purchase option set forth under the Intercreditor Agreement.


 


(c)          Any
sale of the Whole Loan shall be for cash only, and shall be in accordance with and subject to the provisions of the Co-Lender Agreement.


 


(d)          Notwithstanding
anything to the contrary herein, the Special Servicer shall not sell the Whole Loan pursuant to Section 3.16(a) without
the written consent of the Companion Loan Holders (provided that such consent is not required from a Companion Loan Holder if such
Companion Loan Holder is the Loan Borrower or an Affiliate of the Loan Borrower) unless the Special Servicer has delivered to the
Companion Loan Holders: (a) at least 15 Business Days prior written notice of any decision to attempt to sell the Whole Loan; (b)
at least 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 10 days prior to the proposed
sale date, a copy of the most recent appraisal for the Property, and any documents in the Mortgage File reasonably requested by
such Companion Loan Holder that are material to the price of the 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) 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 Servicer or the Special Servicer
in connection with the proposed sale; provided, that such Companion Loan Holder may waive any of the delivery or timing
requirements set forth in this sentence. The Companion Loan Holders will be permitted to make offers to purchase, and either such
party is permitted to be the purchaser at any sale of, the Whole Loan.


 


Section 3.17.     Servicing
Compensation.
The Servicer shall be entitled to receive the Servicing Fee with respect to the Trust Loan and the Companion Loan payable monthly
from the Collection Account or otherwise in accordance with and subject to Section 3.4(c). The Servicer shall be entitled
to retain as compensation any late payment charges and certain other customary charges and fees to the extent described below,
as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder, in each case, to the
extent actually received from the Mortgage Loan Borrower and permitted by, or not prohibited by, and to be allocated to such amounts
by the terms of the Mortgage Loan Documents and this Agreement, other than: (i) fees of any sub-servicer and the expenses of any
sub-servicer that would not be reimbursable to Servicer if such expenses were incurred by the Servicer; (ii) the cost of any fidelity
bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Servicer including but not
limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s
activities under this Agreement or the income derived by it hereunder including the costs to the Servicer


 






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associated
with employees of the Servicer performing services in connection with the obligations of the Servicer hereunder; and (iv) costs
and expenses arising from the negligence, bad faith or willful misconduct of the Servicer in performing its obligations hereunder
(collectively, the “Servicer Customary Expenses”). So long as no Special Servicing Loan Event has occurred
and is continuing, the Servicer shall also be entitled to retain as additional servicing compensation any late payment fees and
Default Interest (including any late payment fees and Default Interest collected after the occurrence of a Special Servicing Loan
Event but accrued prior to such Special Servicing Loan Event) (to the extent not applied pursuant to Section 3.4(c)), release
fees, assumption fees, assumption application fees, defeasance fees, consent fees, substitution fees, Modification Fees (subject
to the last paragraph of this Section 3.17), consent fees and similar fees and expenses to the extent, with respect to
any such amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited by) the terms of the Mortgage
Loan Documents and this Agreement; provided, however, that the Servicer shall not be entitled to retain any Default
Interest or any late payment charges, with respect to the Whole Loan, with respect to which a default thereunder or Mortgage Loan
Event of Default is continuing unless and until such default or Mortgage Loan Event of Default has been cured and all delinquent
amounts (including any Default Interest) due with respect to the Whole Loan have been paid in full and all interest on Advances
has been paid in full. In addition, the Servicer shall be entitled to retain as additional servicing compensation any income earned
(net of losses to the extent provided in this Agreement) on the investment of funds deposited in the Collection Account and any
Reserve Account (to the extent not payable to the Mortgage Loan Borrower).


 


If a Special Servicing
Loan Event occurs and is continuing, the Special Servicer shall be entitled to receive a Special Servicing Fee with respect to
the Trust Loan and the Companion Loan for so long as such Special Servicing Loan Event continues as well as reimbursement for all
other costs or expenses incurred by it in performing its duties hereunder other than: (i) the cost of any fidelity bond or errors
and omissions policy required by Section 3.11(d); (ii) overhead expenses of the Special Servicer including but not limited
to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special Servicer’s
activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with
employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and
(iii) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer in performing its
obligations hereunder (the “Special Servicer Customary Expenses”). No Workout Fee shall be payable to the Special
Servicer if the Mezzanine Lender purchases the Trust Loan pursuant to the Intercreditor Agreement (so long as such purchase occurs
within 90 days after notice of the applicable event giving rise to the Mezzanine Lender’s option is delivered to the Mezzanine
Lender; provided that for the avoidance of doubt, if there are one or more purchase option trigger events that occur following
an initial purchase option trigger event, such 90 day period shall commence on the date the first notice of the initial purchase
option trigger event was given to the Mezzanine Lender). If a Special Servicing Loan Event is terminated following resolution of
such Special Servicing Loan Event by a written agreement with the Mortgage Loan Borrower negotiated by the Special Servicer, the
Special Servicer shall be entitled to receive the Workout Fee. If at any time the Whole Loan becomes a Specially Serviced Loan,
the Special Servicer shall use reasonable efforts, consistent with Accepted Servicing Practices, to collect the amount of any Special
Servicing Fee, Liquidation


 






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Fee
and/or Workout Fee from the Mortgage Loan Borrower pursuant to Section 9.17 of the Mortgage Loan Agreement, including exercising
all remedies available under the Mortgage Loan Agreement that would be in accordance with Accepted Servicing Practices, specifically
taking into account the costs or likelihood of success of any such collection efforts and the Realized Loss that would be incurred
by Certificateholders in connection therewith as opposed to the Realized Loss that would be incurred as a result of not collecting
such amounts from the Mortgage Loan Borrower. Notwithstanding anything herein to the contrary, with respect to any Collection
Period, the Special Servicer shall only be entitled to receive a Workout Fee or a Liquidation Fee, but not both.


 


If the Special Servicer
is terminated (other than for cause) or resigns after such written agreement is entered into and before or after the Special Servicing
Loan Event is terminated, it shall retain the right to receive any and all Workout Fees on all payments of principal and interest
made on the Whole Loan following such written agreement (negotiated by such Special Servicer prior to its termination or resignation)
for so long as another Special Servicing Loan Event does not occur and the successor Special Servicer shall have no rights with
respect to such Workout Fee. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to any
Liquidated Property or the liquidation of the Whole Loan or the Notes (whether through judicial foreclosure, sale, discounted payoff
or other liquidation) as to which the Special Servicer receives Liquidation Proceeds. The Special Servicing Fee and any Liquidation
Fee payable from Liquidation Proceeds (and not the Mortgage Loan Borrower) shall be payable from funds on deposit in the Collection
Account as provided in Section 3.4(c). The Special Servicer during the continuance of a Special Servicing Loan Event shall
also be entitled to retain as additional servicing compensation any late payment fees (to the extent not applied pursuant to Section
3.4(c)), Default Interest (to the extent not applied pursuant to Section 3.4(c)), release fees, assumption fees, assumption
application fees, substitution fees, Modification Fees (subject to the last paragraph of this Section 3.17), consent fees
and similar fees and expenses and any income earned (net of losses to the extent provided in this Agreement) on the investment
of funds deposited in the Foreclosed Property Account.


 


Notwithstanding any other
provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement for
an expense incurred under this Agreement or in connection with the performance of its duties hereunder unless (i) the amount of
such payment to the Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust Fund by the Mortgage Loan
Borrowers (to the extent the Mortgage Loan Borrowers are required to do so under the Mortgage Loan Agreement); (ii) failure of
the Mortgage Loan Borrowers to reimburse for such payment constitutes a Mortgage Loan Event of Default; (iii) such expense is an
“unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)
or is otherwise an unanticipated expense (it being understood that the Servicer Customary Expenses and the Special Servicer Customary
Expenses are not unanticipated); or (iv) such reimbursement is expressly provided for herein or such expense is expressly described
herein as an expense of the Trust Fund or as an Advance.


 


Except as otherwise expressly
provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to receive all or any portion of
the Servicing Fee (or the Special Servicer’s right to receive all or any portion of the Special Servicing Fee) or other


 






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servicing
compensation provided for herein shall be made, and any such attempted transfer, sale, pledge or other disposition shall be void,
unless such transfer is made to a successor Servicer or successor Special Servicer, as applicable, in connection with the assumption
by such successor of the duties hereunder pursuant to Section 7.2.


 


Wells Fargo Bank, National
Association and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to
transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), to any QIB or Institutional
Accredited Investor (other than a Benefit Plan), provided that no such transfer, sale, pledge or other assignment shall be made
unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such
state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the
form attached as Exhibit X-1 hereto, and (iii) the prospective transferee shall have delivered to Wells Fargo Bank, National
Association and the Depositor a certificate substantially in the form attached as Exhibit X-2 hereto. None of the Depositor,
the Trustee or the Certificate Registrar is obligated to register or qualify an Excess Servicing Fee Right under the Securities
Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer, sale,
pledge or assignment of an Excess Servicing Fee Right without registration or qualification. Wells Fargo Bank, National Association
and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess
Servicing Fee Right shall, and Wells Fargo Bank, National Association hereby agrees, and each such holder of an Excess Servicing
Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer
of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the
Initial Purchasers, the Certificate Administrator, the Trustee, the Servicer and the Special Servicer against any liability that
may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal
and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions
of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to
use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other
applicable securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant to
the Securities Act. Following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right or the termination of Wells
Fargo Bank, National Association as the Servicer, the Person then acting as the Servicer, shall pay, out of each amount paid to
such Servicer as Servicing Fees, the related Excess Servicing Fees to the holder of such Excess Servicing Fee Right within one
Business Day following the payment of such Servicing Fees to such Servicer, in each case in accordance with payment instructions
provided by such holder in writing to such Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under
this Agreement except as set forth in the preceding sentences of this paragraph. None of the Depositor, the Special Servicer, the
Operating Advisor, the Trustee or the Certificate Administrator shall have any obligation whatsoever regarding payment of the Excess
Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right.


 






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With respect to each
Collection Period, the Special Servicer shall deliver or cause to be delivered to the Servicer on the Determination Date, and the
Servicer shall deliver, to the extent it has received, or cause to be delivered to the Certificate Administrator, without charge
on the Remittance Date, an electronic report that discloses and contains an itemized listing of any Disclosable Special Servicer
Fees received by the Special Servicer or any of its Affiliates during the related Collection Period.


 


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 and appraisal fees or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, the Mortgage Loan Borrowers, any manager of the Property, any guarantor
or indemnitor in respect of the Whole Loan and any purchaser of the Whole Loan (or a portion thereof) or any Foreclosed Property)
in connection with the disposition, workout or foreclosure of the Whole Loan, the management or disposition of any Foreclosed Property,
or the performance of any other special servicing duties under this Agreement, other than as expressly provided in this Section
3.17; provided, however, that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


Notwithstanding anything
herein to the contrary, (i) the Servicer and the Special Servicer shall each be entitled to 50% of any Modification Fees incurred
in connection with the extension of the Stated Maturity Date of the Trust Loan or the Companion Loan to which Special Servicer’s
consent is required pursuant to clause (vii)(c) of the definition of Special Servicing Loan Event and (ii) the Servicer
and the Special Servicer, in the absence of a Special Servicing Loan Event, shall each be entitled to 50% of any Modification Fees,
assumption fees (excluding assumption application fees) or consent fees in connection with any Major Decision for which the Special
Servicer’s consent is required.


 


Section 3.18.     Reports
to the Certificate Administrator; Account Statements. (a) The Servicer
shall prepare, or cause to be prepared, and deliver to the Certificate Administrator, in an electronic format which format is reasonably
acceptable to the Certificate Administrator, consistent with Accepted Servicing Practices, not later than (i) 2:00 p.m. (New York
time) two Business Days prior to each Distribution Date, the CREFC® Loan Periodic Update File and (ii) 2:00 p.m.
(New York time) on the Remittance Date immediately preceding each Distribution Date, the remaining CREFC® Reports
(except the CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC®
Special Servicer Loan File, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheet). The Certificate Administrator shall prepare the CREFC® Bond Level File.


 


The Servicer shall make
the CREFC® Reports (except the CREFC® Bond Level File, the CREFC® Collateral Summary
File, the CREFC® Special Servicer Loan File, the CREFC® Operating Statement Analysis Report and
CREFC® NOI Adjustment Worksheet) available (i) prior to the securitization of the Companion Loan, to the Companion
Loan Holders on each Distribution Date; and (ii) following the securitization of the Companion Loan, to the master servicer of
the Other Securitization Trust no later than 2 Business Days after the Determination Date.


 






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In addition, the Servicer
(with respect to non-Specially Serviced Loans) shall prepare and make available to any Privileged Person on the Servicer’s
internet website (initially, www.wellsfargo.com/com/comintro), and the Special Servicer (with respect to a Specially Serviced Loan
and Foreclosed Property) shall prepare and deliver to the Servicer (who shall promptly make available to any Privileged Person
on the Servicer’s internet website (initially, www.wellsfargo.com/com/comintro) with respect to the Property and Foreclosed
Property, a CREFC® Operating Statement Analysis Report and a CREFC® NOI Adjustment
Worksheet within 30 days after the Servicer’s or Special Servicer’s, as applicable, receipt of each of the Mortgage
Loan Borrower’s quarterly financials (commencing with the quarter ending March 31, 2018) and annually within 30 days after
receipt of the Mortgage Loan Borrower’s annual financials for the year ending December 31, 2018); provided, however,
that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent not required
to be provided in the then current applicable CREFC® guidelines. Additionally, the Servicer shall deliver the CREFC®
Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet on a monthly basis to the Certificate
Administrator; provided, however, the Servicer shall have no obligation to update such reports except as set forth in the immediately
preceding paragraphs, and no analysis shall be required to the extent such analysis or update is not required to be provided under
the then current applicable CREFC® guidelines.


 


In addition, on a calendar
quarterly basis within 30 days after the Servicer’s receipt of each of the Mortgage Loan Borrower’s quarterly financial
statements (commencing with the quarter ending March 31, 2018), the Servicer shall deliver, to the extent it has received, or cause
to be delivered to the Certificate Administrator such financial statements.


 


(b)          The
Servicer shall furnish to the Certificate Administrator in electronic format which format is reasonably acceptable to the Certificate
Administrator, the CREFC® Reports produced by it pursuant to this Agreement not later than the time period specified
in Section 3.18(a).


 


(c)          The
Servicer shall produce the reports described in this Section 3.18 solely from information provided to the Servicer by the
Mortgage Loan Borrower pursuant to the Mortgage Loan Agreement (without modification, interpretation or analysis) or by the Special
Servicer, Sponsor or Depositor pursuant to this Agreement. None of the Trustee, the Certificate Administrator, the Servicer or
the Special Servicer shall be responsible for the completeness or accuracy of such information (except that the Servicer shall
use efforts consistent with Accepted Servicing Practices to correct patent errors).


 


Section 3.19.     [Reserved].[Reserved].Access
to Certain Documentation Regarding the Whole Loan and Other Information. (a) The Servicer and
the Special Servicer shall provide to the Certificate Administrator, the Controlling Class Representative (but only prior to the
occurrence and continuance of any Consultation Termination Event), the Trustee, the Initial Purchasers, the Depositor, any Certificateholders
that are federally insured financial institutions, the Federal Reserve Board, the Federal Deposit Insurance Corporation and the
Office of the Comptroller of the Currency and the supervisory agents and examiners of such boards and such corporations, and any
other governmental or regulatory body to the jurisdiction of which any Certificateholder is subject, access to the documentation
regarding the Whole Loan required by applicable regulations of the Federal Reserve Board, Federal Deposit Insurance


 






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Corporation,
Office of the Comptroller of the Currency or any such governmental or regulatory body, such access being afforded without charge
but only upon reasonable request and during normal business hours at the offices of the Servicer or Special Servicer.


 


(b)          The
Depositor hereby authorizes the Certificate Administrator to, and the Certificate Administrator shall, make available to Bloomberg
Financial Markets, L.P., CMBS.com, Inc., Trepp, LLC, Intex Solutions, Inc., Moody’s Analytics, Blackrock Financial Management,
Inc., Markit Group Limited and Thomson Reuters or such other vendor chosen by the Depositor that submits to the Certificate Administrator
a certification in the form of Exhibit Q to this Agreement (each such entity, a “Financial Market Publisher”),
all the Distribution Date Statements, CREFC® Reports and supplemental notices delivered or made available pursuant
to Section 8.14(c) to Privileged Persons and providing such information shall not constitute a breach of this Agreement by the
Certificate Administrator.


 


If any of the parties
to this Agreement receives a Form ABS Due Diligence-15E from any party in connection with any third-party due diligence services
such party may have provided with respect to the Trust Loan (“Due Diligence Service Provider”), such receiving
party shall promptly forward such Form ABS Due Diligence-15E to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website. The 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any Form
ABS Due Diligence-15E it receives directly from a Due Diligence Service Provider or from another party to this Agreement, promptly
upon receipt thereof.


 


(c)          The
Special Servicer shall promptly notify the Certificate Administrator, in the form of Exhibit S hereto, if the Special Servicer
has actual knowledge that (a) the Mezzanine Lender has accelerated the Mezzanine Loan secured by equity interests in the Mortgage
Loan Borrower and/or (b) the Mezzanine Lender has commenced foreclosure proceedings against the equity collateral pledged to secure
the Mezzanine Loan.


 


Section 3.22.     Inspections;
Collection of Financial Statements. The Servicer shall inspect
or cause to be inspected the Property not less frequently than once each year commencing in 2019; provided, however,
that the Servicer shall not be required to inspect the Property if it has been inspected by the Special Servicer in the preceding
12 months. The Special Servicer shall inspect or cause to be inspected the Property as soon as practicable following the occurrence
of a Special Servicing Loan Event and annually for so long as a Special Servicing Loan Event is continuing. The Servicer or the
Special Servicer, as applicable, shall further inspect, or cause to be inspected, the Property whenever it receives information
that the Property has been materially damaged, left vacant, or abandoned, or if waste is being committed thereto. All such inspections
shall be performed in such manner as shall be consistent with Accepted Servicing Practices. The cost of the annual inspections
referred to in the first sentence of this paragraph shall be an expense of the Servicer; the cost of all additional inspections
referred to in this paragraph shall be a Trust Fund Expense and if paid by the Servicer shall constitute a Property Protection
Advance or an Administrative Advance. The Servicer or Special Servicer, as the case may be, shall prepare a written report of inspection
and deliver it to the Certificate Administrator. The Certificate Administrator shall post such report on the Certificate Administrator’s
Website pursuant to Section 8.14(b).


 






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The Special Servicer
(when the Trust Loan is a Specially Serviced Loan) and the Servicer (when the Trust Loan is not a Specially Serviced Loan) shall
make reasonable efforts to collect promptly and review from the Mortgage Loan Borrower quarterly and annual operating statements,
financial statements, budgets and rent rolls of the Property, and the quarterly and annual financial statements of the Mortgage
Loan Borrower, whether or not delivery of such items is required pursuant to the terms of the Trust Loan Documents and any other
reports or documents required to be delivered under the terms of the Whole Loan, if delivery of such items is required pursuant
to the terms of the Mortgage Loan Documents. The Servicer and the Special Servicer shall not be required to request such operating
statements or rent rolls more than once if the Mortgage Loan Borrower 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 any Foreclosed Property and shall collect all such items promptly
following their preparation. The Special Servicer shall deliver all such items to the Servicer within five (5) Business Days of
receipt, and the Servicer shall make available on its website copies of all the foregoing items so collected to the Trustee, the
Certificate Administrator, the Special Servicer and the Depositor, in electronic format, in each case within 30 days of its receipt
thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing June 30, 2018. Upon the
request of any Privileged Person (other than the NRSROs) to receive copies of such items, the 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. Upon request, the Servicer or the Special Servicer, as applicable, shall deliver copies of all the foregoing items so
collected thereby to the 17g-5 Information Provider pursuant to Section 10.17.


 


Section 3.23.     Advances. (a) In the event that
a Monthly Payment (or an Assumed Monthly Payment, as applicable) (other than the Balloon Payment) or any portion of a Monthly Payment
(or an Assumed Monthly Payment, as applicable) (other than any Balloon Payment) on the Trust Loan has not been received by the
close of the Business Day immediately prior to the Remittance Date, the Servicer, subject to its determination that such amounts
are not Nonrecoverable Advances, shall make an advance on such Remittance Date to the Distribution Account, in an amount equal
to the Monthly Payment (or an Assumed Monthly Payment, as applicable), or any such portion of the Monthly Payment (or an Assumed
Monthly Payment, as applicable) on such Trust Loan that was delinquent as of the close of the Business Day immediately prior to
such Remittance Date, in each case, net of the Servicing Fee (which will not be paid to the Servicer until the funds in the Collection
Account are available for payment of such fee); provided that neither the Servicer nor any other party shall be entitled
to interest accrued on the amount of any Monthly Payment Advance with respect to the Trust Loan if the related Monthly Payment
(or an Assumed Monthly Payment, as applicable) in respect of the Trust Loan is received by the Servicer or the Certificate Administrator,
as applicable, by 2:00 p.m., New York time, on such Remittance Date. For the avoidance of doubt, in the event that the amount of
interest on the Trust Loan is reduced as a result of any modification to the Trust Loan, any future Monthly Payment Advance made
with respect to such modified Trust Loan shall be in such amounts as may be required as a result of such reduction. The Servicer
shall maintain a record of each Monthly Payment Advance it has made pursuant to this Section 3.23(a) on the Trust Loan and
shall notify the Certificate Administrator thereof in the appropriate CREFC® Reports in order to permit allocation
thereof pursuant to Sections 3.4 and 3.5. In the event that the Servicer does not remit any amounts required to be
remitted to the Certificate Administrator


 






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on
each Remittance Date (including any amounts required to be remitted pursuant to Section 3.5 and any required Monthly Payment
Advance) to the Certificate Administrator for deposit in the Distribution Account on the Remittance Date, the Servicer shall pay
to the Certificate Administrator interest on such amounts at the federal funds rate for the period from and including the Remittance
Date to but excluding the Distribution Date or, if earlier, the actual remittance date.


 


Notwithstanding anything
herein to the contrary, if a Monthly Payment Advance is made with respect to the Trust Loan pursuant to the terms hereof, then
that Monthly Payment Advance, together with interest thereon, shall be reimbursed (with respect to both the related A Notes and
the B Notes), pro rata and pari passu with monthly interest advances on the Companion Loan.


 


At any time that an Appraisal
Reduction Amount exists, the amount that would otherwise be required to be advanced by the Servicer in respect of delinquent payments
of principal and interest on the Trust Loan shall be reduced by multiplying such amount by a fraction, the numerator of which is
the then outstanding principal balance of the Trust Loan minus the applicable Appraisal Reduction Amount (or portion thereof allocable
to the Trust Loan pursuant to the Co-Lender Agreement) and the denominator of which is the then outstanding principal balance of
the Trust Loan.


 


(b)          Subject
to Section 3.23(e), the Servicer shall advance for the benefit of the Certificateholders and the Companion Loan Holders,
to the extent it determines that such amount is recoverable, all customary and reasonable out-of-pocket costs and expenses incurred
by the Servicer or the Special Servicer in the performance of its servicing obligations, including, but not limited, to the costs
and expenses incurred in connection with (i) the preservation, restoration, operation and protection of the Property which, in
the Servicer’s sole discretion, exercised in accordance with Accepted Servicing Practices, are necessary to prevent an immediate
or material loss to the Trust Fund’s interest in the Property, (ii) the payment of (A) real estate taxes, assessments and
governmental charges that may be levied or assessed against the Mortgage Loan Borrower or any of its Affiliates or the Property
or revenues from the Property or which become liens on the Property, (B) insurance premiums, and (C) the out-of-pocket costs and
expenses of the Servicer or the Special Servicer, as applicable (including, without limitation, reasonable attorneys’ fees
and expenses) to the extent not paid by the Mortgage Loan Borrower that are incurred in connection with assumption of the Whole
Loan or a release of the Property from the liens of the Mortgage, (iii) any enforcement or judicial proceedings, including foreclosures
and including, but not limited to, court costs, reasonable attorneys’ fees and expenses and costs for third-party experts,
including appraisers and environmental and engineering consultants, and (iv) the management, operation and liquidation of the Property
if the Property is acquired by the Special Servicer or its Affiliate in the name of the Trust (collectively, “Property
Protection Advances”). During the continuation of a Special Servicing Loan Event, the Special Servicer shall give the
Servicer and the Trustee not less than five Business Days’ written notice before the date on which the Servicer is requested
to make any Property Protection Advance with respect to the Whole Loan or any Foreclosed Property; provided, however,
that only three Business Days’ written notice shall be required in respect of Property Protection Advances required to be
made on an urgent or emergency basis (which may include, without limitation, Property Protection Advances


 






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required
to make tax or insurance payments). In addition, the Special Servicer shall provide the Servicer with such information in its
possession as the Servicer may reasonably request to enable the Servicer to determine whether a requested Property Protection
Advance would constitute a Nonrecoverable Advance. Notwithstanding anything herein to the contrary, if the Special Servicer requests
that the Servicer make an Advance, the Servicer may conclusively rely on such request as evidence that such advance is not a Nonrecoverable
Advance. The Special Servicer will have no obligation to make any Advances.


 


(c)          To
the extent the Servicer fails to make an Advance that it is required to make under this Agreement, the Trustee shall be required
to make such Advance pursuant to Section 7.6. It is understood that the obligation of the Servicer and the Trustee (pursuant
to Section 7.6) to make such Advances is mandatory, subject to the limitations set forth in this Agreement, and shall continue
to apply after any modification or amendment of the Whole Loan pursuant to Section 3.24 hereof, beyond the Stated Maturity
Date of the Whole Loan if a payment default shall have occurred on such date and through any court appointed stay period or similar
payment delay resulting from any insolvency of the Mortgage Loan Borrower or related bankruptcy, notwithstanding any other provision
of this Agreement, other than the requirement of recoverability, and shall continue, subject to the requirement of recoverability,
until the earlier of (i) the payment in full of the Trust Loan and (ii) the date on which the Property becomes liquidated.


 


(d)          Interest
on each Advance made by the Servicer or the Trustee shall accrue for each day that such Advance is outstanding at a rate of interest
equal to the Prime Rate (the “Advance Rate”) for each such day (or the most recent day on which the Prime Rate
was reported, if not reported on such day) on the basis of a year of 360 days and the actual number of days elapsed in a month.
Interest on the Advances shall compound annually.


 


(e)          Notwithstanding
any other provision in this Agreement, the Servicer or the Trustee, as applicable, shall be obligated to make an Advance only to
the extent that the Servicer or the Trustee, as applicable, has determined that such Advance, together with any previous unreimbursed
Advances and interest on all those Advances at the Advance Rate, would not constitute a Nonrecoverable Advance if made. The Trustee
and the Servicer, in that order, shall be entitled to reimbursement for any such Advances from the Collection Account and shall
obtain such reimbursement in accordance with Section 3.4(c). If the context requires, each reference to the reimbursement
or payment of an Advance shall be deemed to include, whether or not specifically referred to, payment or reimbursement of interest
thereon at the Advance Rate through the date of payment or reimbursement.


 


(f)          The
determination by the Servicer or the Trustee, as applicable, that it has made a Nonrecoverable Advance or that any proposed Advance,
if made, would constitute a Nonrecoverable Advance, shall be evidenced by the delivery of an Officer’s Certificate to the
Companion Loan Holders, the Certificate Administrator, the Operating Advisor, the Controlling Class Representative (so long as
no Consultation Termination Event is continuing), and the Trustee in electronic format which format is reasonably acceptable to
the Certificate Administrator and the Trustee (if such determination is made by the Servicer), detailing the reasons for such determination
with supporting documentation attached. Such Officer’s Certificate shall be made available to any Privileged Person by the
Certificate Administrator


 






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posting
such Officer’s Certificate to the Certificate Administrator’s Website pursuant to Section 8.14(b). The costs
of obtaining any appraisals, reports, surveys and other information requested by the Servicer or the Trustee, as applicable, establishing
an Advance as a Nonrecoverable Advance shall be treated as Trust Fund Expenses, payable from the Collection Account pursuant to
Section 3.4(c), and shall constitute a Property Protection Advance, as applicable, if paid by the Servicer or the Trustee
from its own funds. The Servicer’s determination of nonrecoverability in accordance with the above provisions shall be conclusive
and binding on the Trustee and the Trustee shall be entitled to rely conclusively thereupon. The Trustee, in determining whether
or not a proposed Advance would be a Nonrecoverable Advance, shall make such determination in its reasonable business judgment.


 


(g)          The
Servicer or the Trustee, as applicable, is not obligated to advance or pay (i) the delinquent scheduled payments with respect to
any Companion Loan, any Balloon Payment with respect to the Companion Loan or the Trust Loan (but is required to advance the Assumed
Monthly Payment with respect to the Trust Loan), (ii) any Default Interest, (iii) amounts required to cure any damages resulting
from Uninsured Causes (except as required pursuant to Section 3.12(c)), any failure of the Property to comply with any applicable
law, including any environmental law, or (except in connection with the foreclosure or other acquisition of the Property in accordance
with Section 3.12 upon the occurrence of a Mortgage Loan Event of Default) to investigate, test, monitor, contain, clean
up, or remedy an environmental condition present at the Property, (iv) any losses arising with respect to defects in the title
to the Property, (v) any costs of capital improvements to the Property other than those necessary to prevent an immediate or material
loss to the Trust’s or the Companion Loan Holders’ interest in the Property or (vi) any yield maintenance amounts or
prepayment premiums.


 


(h)          The
Servicer or the Trustee may consider (among other things) the following when making a non-recoverability determination: (a) the
obligations of the Mortgage Loan Borrower under the terms of the Whole Loan as it may have been modified, (b) the Property in its
“as is” or then-current condition and occupancy, (c) future expenses and (d) the timing of recoveries, in the case
of clauses (b) through (d), each as modified by such party’s assumptions (consistent with Accepted Servicing Practices in
the case of the Servicer or in its commercially reasonable judgment in the case of the Trustee, solely in its capacity as Trustee)
regarding the possibility and effects of future adverse changes with respect to the Property.


 


Section 3.24.     Modifications
of Mortgage Loan Documents. (a) The Servicer (if
no Special Servicing Loan Event has occurred and is continuing) or the Special Servicer (during a Special Servicing Loan Event),
subject to the rights of the Mezzanine Lender under the Intercreditor Agreement, may modify, waive or amend any term of the Trust
Loan if such modification, waiver or amendment (A) is consistent with Accepted Servicing Practices and (B) does not result in an
Adverse REMIC Event (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion
of Counsel in connection with such determination). Notwithstanding anything herein to the contrary, in no event may the Servicer
or the Special Servicer permit an extension of the Stated Maturity Date beyond the date that is the seven years prior to the latest
Rated Final Distribution Date. In connection with (i) the release of the Property or portion thereof from the lien of the Mortgage
or (ii) the taking of the


 






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Property
or portion thereof by exercise of the power of eminent domain or condemnation, if the Mortgage Loan Documents require the Servicer
or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining portion of the Property, for purposes
of REMIC qualification of the Trust Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude
the value of personal property and going concern value, if any.


 


(b)          All
modifications, waivers or amendments of the Whole Loan shall be in writing and shall be effected in a manner consistent with Accepted
Servicing Practices, the REMIC Provisions and the provisions of the Co-Lender Agreement. The Servicer or the Special Servicer,
as applicable, shall notify the Certificate Administrator, the Trustee, the Operating Advisor, the Controlling Class Representative
(so long as no Consultation Termination Event is continuing), the Companion Loan Holders and the Depositor, in writing, of any
modification, waiver or amendment of any term of the Whole Loan and the date thereof, and shall deliver to the Custodian an original
and, if applicable, recorded counterpart of the agreement relating to such modification, waiver or amendment within ten (10) Business
Days following the execution and, if applicable, recordation thereof with a copy to the Operating Advisor and, prior to the occurrence
and continuance of a Consultation Termination Event, the Controlling Class Representative. If the Whole Loan is modified, the Note
Rate on each Note shall not change for purposes of distributions on the Certificates and the RR Interest. In the event the Servicer
or Special Servicer adversely modifies the interest rate applicable to any Note, any aggregate adverse economic effect of the modification
shall be applied to the Certificates, in reverse order of seniority. Notwithstanding the foregoing, neither the Servicer nor the
Special Servicer shall modify the Note Rates unless the Trust Loan is in default or default is reasonably foreseeable.


 


(c)          Subject
to Section 3.26, any modification of the Mortgage Loan Documents that requires a Rating Agency Confirmation pursuant to
the Mortgage Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining such Rating
Agency Confirmation in the Mortgage Loan Documents, shall not be made without the Servicer’s or the Special Servicer’s,
as applicable, first receipt of such Rating Agency Confirmation. Such Rating Agency Confirmation shall be obtained at the Mortgage
Loan Borrowers’ expense in accordance with the Mortgage Loan Agreement or, if not so provided in the Mortgage Loan Agreement
or if the Mortgage Loan Borrowers do not pay, at the expense of the Trust Fund.


 


(d)          Promptly
after the occurrence and during the continuance of a Special Servicing Loan Event, the Special Servicer shall request from the
Certificate Administrator the name of the current Controlling Class Representative. Upon receipt of the name of such current Controlling
Class Representative from the Certificate Administrator, the Special Servicer shall notify the Controlling Class Representative
that a Special Servicing Loan Event has occurred. The Certificate Administrator shall be responsible for providing the name of
the current Controlling Class Representative only to the extent the Controlling Class Representative has identified itself as such
to the Certificate Administrator; provided that if the Controlling Class Representative is determined pursuant to the proviso
in the definition of “Controlling Class Representative”, then (i) the Certificate Administrator shall determine which
Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator, and the Certificate
Administrator shall request from the Depository at the expense of the Trust,


 






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the
list of Beneficial Holders of the Controlling Class, and the Certificate Administrator shall provide (on a reasonably prompt basis)
such list to the Special Servicer and the Servicer at the expense of the Trust.


 


(e)          Subject
to Section 3.26, prior to implementing any of the following actions, the Servicer or the Special Servicer shall obtain a
Rating Agency Confirmation with respect to such action:


 


(i)           any
transfer of the Property or any portion of the Property, or any transfer of any direct or indirect ownership interest in the Mortgage
Loan Borrower to the extent the Mortgage Loan Lender’s consent is required under the Mortgage Loan Documents, except in each
case as expressly permitted by the Mortgage Loan Documents without the Mortgage Loan Lender’s consent or in connection with
a pending or threatened condemnation;


 


(ii)          any
consent to incurrence of additional debt by the Mortgage Loan Borrowers or mezzanine debt by a direct or indirect parent of the
Mortgage Loan Borrowers, including modification of the terms of any document evidencing or securing any such additional debt and
of any intercreditor or subordination agreement executed in connection therewith and any waiver of or amendment or modification
to the terms of any such document or agreement, in each case to the extent the mortgagee’s approval is required by the Mortgage
Loan Documents; and


 


(iii)         any
of the actions described in clauses (v), (vi), (vii) or (ix) of the definition of “Major Decision”.


 


Notwithstanding the foregoing,
the Servicer and Special Servicer may, subject to certain conditions (but without any Rating Agency Confirmation) grant the Mortgage
Loan Borrowers’ request for consent to subject the Property to an easement, right-of-way or similar agreement for utilities,
access, parking, public improvements or another similar purpose and may consent to subordination of the Whole Loan to such easement,
right-of-way or similar agreement.


 


(f)           Notwithstanding
the foregoing, the Servicer shall not permit the substitution of the Property pursuant to the defeasance provisions of the Mortgage
Loan Agreement unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the 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 Mortgage Loan Documents, in an amount sufficient to make all scheduled payments required
under the terms of the Whole Loan 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 the Whole Loan in compliance with the requirements of the terms of the Mortgage Loan Documents, (iii) one or more
Opinions of Counsel (at the expense of the Mortgage Loan Borrower) to the effect that the Trustee, on behalf of the Trust Fund,
will have a first priority perfected security interest in such substituted property; provided, however, that, to the extent consistent
with the Mortgage Loan Documents, the Mortgage Loan Borrowers shall pay the cost


 






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of
any such opinion as a condition to granting such defeasance, (iv) to the extent consistent with the Mortgage Loan Documents, the
Mortgage Loan Borrowers shall establish a single purpose entity to act as a successor Mortgage Loan Borrower, if so required by
the Rating Agencies, (v) to the extent permissible under the Mortgage Loan Documents, the Servicer shall use its reasonable efforts
to require the Mortgage Loan Borrowers to pay all costs of such defeasance, including but not limited to the cost of maintaining
any successor Mortgage Loan Borrower, and (vi) to the extent permissible under the Mortgage Loan Documents, the Servicer shall
obtain, at the expense of the Mortgage Loan Borrowers, Rating Agency Confirmation from each Rating Agency.


 


(g)          The
Servicer shall deposit all payments received by it from defeasance collateral substituted for the Property into the Collection
Account and treat any such payments as payments made on the Whole Loan in advance of its Payment Date, and not as a prepayment
of the Whole Loan. Notwithstanding anything herein to the contrary, in no event shall the 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).


 


Section 3.25.     Servicer
and Special Servicer May Own Certificates. The Servicer, the Special
Servicer and any agent thereof in its individual or any other capacity may become the owner or pledgee of Certificates with the
same rights it would have if it were not the Servicer, the Special Servicer or such agent except as otherwise provided herein subject
to the restrictions on voting set forth in the definition of Certificateholder.


 


Section 3.26.     Rating
Agency Confirmations. (a) Notwithstanding the
terms of any Mortgage Loan Documents, the Intercreditor Agreement or other provisions of this Agreement, if any action under any
Mortgage Loan Documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the
party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from each Rating Agency
has made a request to any such Rating Agency for such Rating Agency Confirmation and, within 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 a Rating Agency Confirmation, then such Requesting Party shall be required (without providing notice to the Depositor) to (i)
confirm 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 and (ii) if there is no response to either Rating Agency Confirmation request within
five Business Days of such confirmation or such second request (after seeking to confirm that the applicable Rating Agency received
such second Rating Agency Confirmation request), as applicable, then (x) with respect to any condition in the Mortgage Loan Documents
requiring a Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Whole Loan (other
than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is the Mortgage Loan Borrowers, then
the Servicer or the Special Servicer, as applicable) will be required to determine, in accordance with its duties under this Agreement
and in accordance with Accepted Servicing Practices, whether or not such action would be in the best interest of Certificateholders,
and if the Requesting Party (or, if the Requesting Party is the Mortgage Loan Borrowers, then the Servicer or the Special Servicer,
as applicable) determines that such action would be in the best interest of


 






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the
Certificateholders, then the requirement for a Rating Agency Confirmation will not apply (provided, however, with
respect to the release or substitution of any collateral relating to the Trust Loan, any Rating Agency Confirmation requirement
that the Servicer or Special Servicer would have been permitted to waive pursuant to this Agreement will not apply without any
such determination by the Requesting Party (or the Servicer or the Special Servicer, as applicable) (it being understood that
the Requesting Party (or the Servicer, or the Special Servicer, as applicable) will in any event review the conditions required
under the Mortgage Loan Documents with respect to such release and confirm to its satisfaction in accordance with the Accepted
Servicing Practices that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)),
and (y) with respect to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer or Special
Servicer is a Qualified Servicer. For all other matters or actions (a) not specifically discussed above in clauses (x) or (y)
or (b) that are not the subject of a Rating Agency Declination, the applicable Requesting Party shall be required to obtain a
Rating Agency Confirmation from each of the Rating Agencies.


 


(b)          Any
Rating Agency Confirmation requests made by the Servicer, Special Servicer, the Certificate Administrator or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing (an email shall be sufficient as a writing), which writing shall contain a
cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material the Servicer,
Special Servicer, the Certificate Administrator or Trustee, as applicable, reasonably deems necessary for the Rating Agency) (including
those for Companion Loan Securities) to process such request. Subject to Section 10.17, the Servicer, the Special Servicer,
Certificate Administrator or the Trustee, as applicable, shall furnish such written Rating Agency Confirmation request to each
of the Rating Agencies, in accordance with the delivery instructions set forth in Section 10.17.


 


(c)          Promptly
following the Special Servicer’s determination to take any action described in Section 3.26(a) without receiving Rating
Agency Confirmation, the Special Servicer shall, subject to Section 10.17, provide written notice to the Rating Agencies.


 


(d)          Each
Certificateholder, by its acceptance of the Certificates, acknowledges and agrees to the foregoing with respect to Rating Agency
Confirmations.


 


Section 3.27.     The
Operating Advisor. (a) The Operating Advisor
shall promptly review (i) the actions of the Special Servicer with respect to the Mortgage Loan when it is a Specially Serviced
Loan (as provided in Section 3.10(h), Section 3.27 and Section 6.5) and the actions of the Special Servicer
with respect to Major Decisions relating to the Mortgage Loan when it is not a Specially Serviced Loan (as provided in Section
6.5) with respect to which a Major Decision Reporting Package has been delivered to the Operating Advisor, (ii) all reports
by the Special Servicer made available to Privileged Persons that are posted on the Certificate Administrator’s Website and
(iii) each Asset Status Report and Final Asset Status Report delivered to the Operating Advisor by the Special Servicer.


 


(b)          The
Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled as “Privileged
Information” received from the Special Servicer or Controlling Class Representative in connection with the Controlling Class


 






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Representative’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 3.27(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.


 


With respect to whether
a Control Termination Event, Operating Advisor Consultation Event or Consultation Termination Event has occurred and is continuing,
or has terminated, the Servicer, Special Servicer and Operating Advisor are entitled to rely solely on its receipt of notice thereof
from the Certificate Administrator (which includes notices posted to the Certificate Administrator’s Website) or receipt
of notice substantially in the form of Exhibit P from the Controlling Class Representative or a majority of the Controlling Class
Certificateholders (by Certificate Balance), in each case pursuant to this Agreement, and, with respect to any obligations of the
Operating Advisor, Servicer or Special Servicer that are performed only after the occurrence and continuance of a Control Termination
Event, Operating Advisor Consultation Event and/or Consultation Termination Event, the Operating Advisor, Servicer or Special Servicer
shall have no duty to perform any such obligations until the receipt of such notice or actual knowledge of the occurrence of a
Control Termination Event, Operating Advisor Consultation Event or Consultation Termination Event, as applicable.


 


(c)          (i)
Based on the Operating Advisor’s review of any assessment of compliance, any attestation report, any Major Decision Reporting
Package and/or Asset Status Report, Final Asset Status Report and other reports by the Special Servicer made available to Privileged
Persons that are posted on the Certificate Administrator’s Website during the prior calendar year, the Operating Advisor
shall (if, at any time during the prior calendar year, (i) the Trust Loan was a Specially Serviced Loan or (ii) there existed an
Operating Advisor Consultation Event) deliver to the Certificate Administrator (which shall promptly post such report on the Certificate
Administrator’s Website in accordance with Section 8.14(b)), the 17g-5 Information Provider (who shall post it to
the 17g-5 Information Provider’s Website in accordance with Section 10.17) and the Depositor 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 T (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), setting forth whether
the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer is operating in compliance
with Accepted Servicing Practices with respect to its performance of its duties under this Agreement during the prior calendar
year and identifying which, if any, standards the Operating Advisor believes, in its sole discretion exercised in good faith, the
Special Servicer has failed to comply; provided, however, that in the event the Special Servicer is replaced, the
Operating Advisor Annual Report shall only relate to such 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. Subject
to the restrictions in this Agreement, including, without limitation,


 






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Section
3.27(d) hereof, each such Operating Advisor Annual Report shall (A) identify any material deviations from (i) Accepted Servicing
Practices and (ii) the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation
of any Specially Serviced Loan or Foreclosed Property and (B) comply with all of the confidentiality requirements described in
this Agreement regarding Privileged Information (subject to a Privileged Information Exception). Such Operating Advisor Annual
Report shall be delivered to the Certificate Administrator (which shall promptly post such Operating Advisor Annual Report on
the Certificate Administrator’s Website in accordance with Section 8.14(b)), the 17g-5 Information Provider (who
shall post it to the 17g-5 Information Provider’s Website in accordance with Section 10.17) and the Depositor; provided,
however, that the Special Servicer shall be given an opportunity to review and comment on the Operating Advisor Annual
Report at least five (5) Business Days prior to its delivery to the Certificate Administrator, the 17g-5 Information Provider
and the Depositor. In preparing the Operating Advisor Annual Report, the Operating Advisor shall not be required to report on
instances of non-compliance with, or deviations from, the Accepted Servicing Practices 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.
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.


 


(d)          (i)
After the calculation but prior to the utilization by the Special Servicer of any of the calculations related to (i) Appraisal
Reduction Amounts or (ii) net present value in accordance with Section 1.3(d) used in the Special Servicer’s determination
of that course of action to take in connection with the workout or liquidation of the Whole Loan when it is a Specially Serviced
Loan, 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 Information), 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 3.27(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


 






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applicable
non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor and Special Servicer
shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the 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 Servicer shall cooperate with the Special Servicer and provide any information reasonably
requested by such Special Servicer necessary for the calculation of the Appraisal Reduction Amount that is in the Servicer’s
possession or reasonably obtainable by the 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 shall
have no specific involvement with respect to collateral substitutions, assignments, workouts, modifications, consents, waivers,
lockbox management, insurance policies, borrower substitutions, lease changes, additional borrower debt, property management changes,
releases from escrow, assumptions and other similar actions that the Special Servicer may perform under this Agreement. In addition,
with respect to the Operating Advisor’s review of net present value or Appraisal Reduction Amount, as applicable, calculations
as required in Section 3.27(d) above, the Operating Advisor’s recalculation shall not take into account the reasonableness
of Special Servicer’s property and borrower performance assumptions or other similar discretionary portions of the net present
value or Appraisal Reduction Amount, as applicable, calculation.


 


(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 Controlling Class Representative, disclose such information to any other Person (including any Certificateholders
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 Accepted
Servicing Practices (A) in the Operating Advisor Annual Report or (B) in connection with a recommendation by the Operating Advisor
to replace the Special Servicer. Each party to this Agreement that receives information that is appropriately labeled as “Privileged
Information” from the Operating Advisor with a notice stating that such information is Privileged Information shall not,
without the prior written consent of the Special Servicer and (for so long as no Consultation Termination Event is continuing)
the Controlling Class Representative, disclose such Privileged Information to any


 






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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 4.5.


 


(h)          As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Distribution Date with respect to the Mortgage Loan. As to the Mortgage 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 same principal amount, in the same manner and
for the same period respecting which any related interest payment on the Mortgage Loan is computed.


 


The Operating Advisor
shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 3.26(i) hereof, such
amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.4. 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 Asset Status Report or 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 3.4 of this Agreement, but only to the extent such Operating
Advisor Consulting Fee is actually received from the Mortgage Loan Borrowers. When the Operating Advisor has consultation obligations
with respect to an Asset Status Report or Major Decision under this Agreement, the Servicer or the Special Servicer, as the case
may be, shall use efforts to collect the applicable Operating Advisor Consulting Fee from the Mortgage Loan Borrowers in connection
with such Asset Status Report or Major Decision that are consistent with the efforts that the Servicer or the Special Servicer,
as applicable, would use to collect any Borrower-paid fees not specified in the Mortgage Loan Agreement owed to it in accordance
with Accepted Servicing Practices, but only to the extent not prohibited by the related Mortgage Loan Documents. The Servicer or
Special Servicer, as the case may be, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related
Mortgage Loan Borrowers if it determines that such full or partial waiver is in accordance with the Accepted Servicing Practices,
but in no event shall the Servicer or such Special Servicer take any enforcement action with respect to the collection of such
Operating Advisor Consulting Fee other than requests for collection; provided that the Servicer or Special Servicer, as
applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction.


 


(i)           Upon
(i) the written direction of Holders of Non-Reduced Certificates evidencing not less than 15% of the Voting Rights of the Non-Reduced
Certificates requesting a vote to terminate and replace the Operating Advisor with a proposed successor Operating


 






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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 8.14(b), and concurrently by mail at their addresses appearing on the Certificate Register. Upon the written direction
of holders of more than 50% of the Voting Rights of the Non-Reduced Certificates that exercise their right to vote (provided that
holders of at least 50% of the Voting Rights of the Non-Reduced Certificates exercise their right to vote), the Trustee will terminate
all of the rights and obligations of the Operating Advisor under this Agreement (other than any rights or obligations that accrued
prior to the date of such termination (including accrued and unpaid compensation) and other than indemnification rights (arising
out of events occurring prior to such termination)) by written notice to the Operating Advisor, and the proposed successor operating
advisor will be appointed.


 


The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder and Beneficial Owner may access notices
under the “special notices” tab of a request of a vote to terminate and replace the Operating Advisor on the Certificate
Administrator’s Website and may access certain risk retention notices under the “Risk Retention special notices”
tab, and each Certificateholder and Beneficial Owner 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 Certificateholders
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 all of the rights and responsibilities
of the Operating Advisor under this Agreement (other than rights and obligations accrued prior to such termination (including accrued
and unpaid compensation) and indemnification rights (arising out of events occurring prior to such termination)), by written notice
to the Operating Advisor 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. 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 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 shall, as soon as
possible, give written notice of the termination and appointment to the Special Servicer, the Servicer, the Certificate Administrator,
the Depositor, the Controlling Class Representative (only if no Consultation Termination Event is continuing), the Certificateholders
and the 17g-5 Information Provider.


 






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(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 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 Operating Advisor Termination Event prior to such waiver from the Trust.


 


(l)           [Reserved].


 


(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 Servicer, the Special Servicer, the Trustee, the Certificate Administrator 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. If no successor Operating Advisor has been so appointed and accepted the appointment within 30 days after the notice
of resignation, the resigning Operating Advisor may petition any court of competent jurisdiction for the appointment of a successor
Operating Advisor that is an Eligible Operating Advisor. 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 3.27.


 


(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 3.27(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 6.3, 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 shall not make any investment in any Class of Certificates.


 






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(q)         
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 3.27. 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.


 


(r)           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 Affiliates of the Mortgage Loan Borrowers 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 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 3.28.     
Intercreditor Agreement; Notice of Mortgage Loan Event of Default to Mezzanine Lender.


 


The
Servicer shall give notice of any Mortgage Loan Event of Default to the Mezzanine Lender promptly (and, in the event of the failure
to make a payment on its Mortgage Loan Payment Date, such notice shall be given promptly following such Mortgage Loan Payment
Date) upon a Servicing Officer of the Servicer gaining actual knowledge of such default or Mortgage Loan Event of Default, as
provided in the Intercreditor Agreement, whether or not the Servicer is obligated to give notice thereof to the Mortgage Loan
Borrower. Such notice to the Mezzanine Lender shall be given by certified mail, return receipt requested, by fax, by e-mail or
by a nationally recognized overnight courier. The Servicer or the Special Servicer, as applicable, shall exercise the rights of
the Trust as successor in interest to the mortgagee under the Intercreditor Agreement. The Servicer or Special Servicer, as applicable,
shall comply with and enforce the rights and obligations of the Trust under the terms of the Intercreditor Agreement. The rights
of the Trust and the Certificateholders in and under the Whole Loan and the Mortgage Loan Documents shall be subject to the terms
of the Intercreditor Agreement and each Certificateholder by acceptance of its interest in its Certificate will be deemed to agree
to the terms thereof.


 


Section 3.29.     
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 Retaining Sponsor (the
“Credit Risk Retention Compliance Agreement”).


 


(b)      None of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Operating Advisor or the Custodian
shall be obligated to monitor,


 






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supervise
or enforce the performance of any party under the Credit Risk Retention Compliance Agreement.


 


Section 3.30.     
Miscellaneous Provisions.


 


(a)          Notwithstanding
the terms of the related Loan Documents, the other provisions of this Agreement or the Co-Lender Agreement, with respect to any
Companion Loan as to which there exists Companion Loan Securities, if any action relating to the servicing and administration
of the Whole Loan or the Foreclosed Property (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 Servicer, Special Servicer, Trustee
or Certificate Administrator, 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 Companion Loan Securities will be subject to, will be permitted to be waived by the Servicer and the Special Servicer on,
and will be deemed not to apply on, the same terms and conditions applicable to obtaining Rating Agency Confirmations, as set
forth in this Agreement; provided, that the Servicer, Special Servicer, Trustee or Certificate Administrator, 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 or special servicer, as applicable), the counterpart providing or posting Rule 17g-5 information, or
such other party or parties (as are agreed to by the Servicer or the Special Servicer, 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 Loan
Borrower, and in such format as the sender and recipient may reasonably agree, (i) the request for such Companion Loan Rating
Agency Confirmation at least two (2) Business Days before it is sent to the Companion Loan Rating Agency, (ii) all materials
forwarded to the 17g-5 Information Provider under this Agreement 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 17g-5 Information Provider,
and (iii) any other materials that the Companion Loan Rating Agency may reasonably request in connection with such Companion
Loan Rating Agency Confirmation promptly following such request.


 


Section 3.31.     
Companion Loan Intercreditor Matters.


 


(a)          If, pursuant to Section 2.8, or Section 3.16 of this Agreement, the Trust Loan is, in its entirety, purchased
or repurchased from the Trust Fund, the subsequent holder thereof shall be bound by the terms of the Co-Lender Agreement and shall
assume the rights and obligations of the holder of the Notes related to the Trust Loan under the Co-Lender Agreement. All portions
of the Mortgage File and (to the extent provided under the Loan Purchase Agreement) other documents pertaining to the Trust Loan
shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of the Trust Loan in its capacity as the
holder of the Notes related to the Trust Loan (as a result of such purchase, repurchase or substitution) and (except for the actual
Notes) on behalf of the holder of the Note that represents the Companion Loan. Thereafter, such Mortgage File shall be held by
the holder of the Trust Loan or a


 






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custodian
appointed thereby for the benefit thereof, on behalf of itself and the Companion Loan Holders as their interests appear under
the Co-Lender Agreement. If the related servicing file is not already in the possession of such party, it shall be delivered to
the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Whole Loan.


 


(b)         
Notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement,
the Servicer or Special Servicer, as applicable, shall consult with the Companion Loan Holders with respect to any matters with
respect to the servicing of such Companion Loan to the extent required under the Co-Lender Agreement. In addition, notwithstanding
anything to the contrary, the Servicer or Special Servicer, as applicable, shall deliver reports and notices to each Companion
Loan Holder to the extent required under the Co-Lender Agreement.


 


(c)         
With respect to the Whole Loan, the Servicer shall prepare, or cause to be prepared, on an ongoing basis, a statement setting
forth, to the extent applicable to the Whole Loan:


 


(i)          
(A) the amount of the distribution from the Collection Account allocable to principal and (B) separately identifying
the amount of scheduled principal payments, balloon payments, principal prepayments made at the option of the Loan Borrower or
other principal prepayments (specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein
and information on distributions made with respect to the Whole Loan;


 


(ii)          the amount of the distribution from the Collection Account allocable to interest and the amount of Default Interest allocable
to the Whole Loan;


 


(iii)         the amount of the distribution to the Companion Loan Holders, separately identifying the non-default interest, principal
and other amounts included therein, and if the distribution to the Companion Loan Holders is less than the full amount that would
be distributable to such Companion Loan Holder if there were sufficient amounts available therefor, the amount of the shortfall
and the allocation thereof between interest and principal and the amount of the shortfall, if any, under the Whole Loan;


 


(iv)         the principal balance of each of the Whole Loan and the Companion Loan after giving effect to the distribution of principal
as of the end of the related Collection Period; and


 


(v)          the amount of the servicing compensation paid to the Servicer and the Special Servicer with respect to the most recent
Distribution Date, showing separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee.


 


Not
later than each Remittance Date, the Servicer shall make the foregoing statement available to the Companion Loan Holders by electronic
means.


 


(d)         
At any time after a Companion Loan has become part of an Other Securitization Trust and provided that the applicable parties
hereto have received written notice (which may be by email) thereof including contact information for the master servicer and


 






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special
servicer with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required to
be delivered to the related Companion Loan Holder pursuant to this Agreement or the Co-Lender Agreement shall be delivered to
the master servicer and special servicer with respect to such Other Securitization Trust (who then may forward such items to the
party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and,
when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the
Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its
delivery obligations with respect to such items hereunder or under the Co-Lender Agreement.


 


Article
4



PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS


 


Section 4.1.        Distributions. (a)  On each Distribution Date, to the extent of Available Funds, amounts held in the Lower-Tier
Distribution Account shall be withdrawn and distributed to the Upper-Tier REMIC in respect of the Uncertificated Lower-Tier Interests,
for deposit into the Upper-Tier Distribution Account, and to the Class R Certificates in respect of the Class LT-R Interest in
accordance with Section 4.1(b) and immediately thereafter, amounts so distributed to the Upper-Tier REMIC shall be withdrawn
from the Upper-Tier Distribution Account and distributed by the Certificate Administrator in the following amounts:


 


first,
to the Class A and Class X-A Certificates, on a pro rata basis (based on their respective Interest Distribution
Amount), in respect of interest, up to the Interest Distribution Amount for each such Class and such Distribution Date;


 


second,
to the Class A Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution
Amount for such Class and such Distribution Date until the Certificate Balance of such Class is reduced to zero;


 


third,
to the Class A Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class
and not reimbursed on prior Distribution Dates;


 


fourth,
to the Class B Certificates, in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution
Date;


 


fifth,
to the Class B Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution
Amount for such Class and such Distribution Date to the extent of the Principal Distribution Amount remaining after distributions
pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


sixth,
to the Class B Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class
and not reimbursed on prior Distribution Dates;


 


seventh,
to the Class C Certificates, in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution
Date;


 






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eighth,
to the Class C Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount
for such Class and such Distribution Date to the extent of the Principal Distribution Amount remaining after distributions pursuant
to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


ninth,
to the Class C Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and
not reimbursed on prior Distribution Dates;


 


tenth,
to the Class D Certificates, in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution
Date;


 


eleventh,
to the Class D Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount
for such Class and such Distribution Date to the extent of the Principal Distribution Amount remaining after distributions pursuant
to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


twelfth,
to the Class D Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and
not reimbursed on prior Distribution Dates;


 


thirteenth,
to the Class E Certificates, in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution
Date;


 


fourteenth,
to the Class E Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount
for such Class and such Distribution Date to the extent of the Principal Distribution Amount remaining after distributions pursuant
to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


fifteenth,
to the Class E Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and
not reimbursed on prior Distribution Dates;


 


sixteenth,
to the Class F Certificates, in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution
Date;


 


seventeenth,
to the Class F Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount
for such Class and such Distribution Date to the extent of the Principal Distribution Amount remaining after distributions pursuant
to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


eighteenth,
to the Class F Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and
not reimbursed on prior Distribution Dates;


 


nineteenth,
to the Class HRR Certificates, in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution
Date;


 


twentieth,
to the Class HRR Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount
for such Class and such Distribution Date to the extent of the Principal Distribution Amount remaining after distributions pursuant
to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 






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twenty-first,
to the Class HRR Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not
reimbursed on prior Distribution Dates; and


 


twenty-second,
when the Certificate Balances of all Classes of Sequential Pay Certificates have been reduced to zero and after payment in full
of all unpaid expenses of the Trust, to the Class R Certificates (in respect of the Class UT-R Interest), any remaining amounts.


 


In
no event will any Class of Sequential-Pay Certificates receive distributions in reduction of its Certificate Balance that in the
aggregate exceed the Original Certificate Balance of such Class.


 


(b)         
On each Distribution Date, each Class of Uncertificated Lower-Tier Interests shall be deemed to receive (A) distributions
in respect of principal in an amount equal to the amount of principal actually distributable to its respective Related Certificates
as provided in Section 4.1(a), and (B) distributions with respect of reimbursement of Realized Losses in an amount equal
to the reimbursement of Realized Losses actually distributable to its respective Related Certificates as provided in Section
4.1(g). On each Distribution Date, each Class of Uncertificated Lower-Tier Interests shall be deemed to receive distributions
in respect of interest in an amount equal to the sum of the Interest Distribution Amount and Interest Shortfall in respect of
its Related Certificates and the Interest Distribution Amount and Interest Shortfall in respect of the Class X-A in the case
of the Class LA Uncertificated Interest, to the extent actually distributable thereon as provided in Section 4.1(a). Amounts
distributable pursuant to this paragraph are referred to herein collectively as the “Lower-Tier Distribution Amount”,
and shall be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier
REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


As
of any date, the principal balance of each Uncertificated Lower-Tier Interest shall equal its Lower-Tier Principal Amount. The
Pass-Through Rate with respect to each Uncertificated Lower-Tier Interest shall be the rate per annum set forth in the
Introductory Statement hereto.


 


Any
amount that remains in the Lower-Tier Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution
Amount and any Yield Maintenance Premiums distributed pursuant to Section 4.3 shall be distributed to the Holders
of the Class R Certificates (in respect of the Class LT-R Interest, but only to the extent of the amount remaining in the
Lower-Tier Distribution Account, if any).


 


Distributions
to the Holders of the Class R Certificate (in respect of the Class LT-R Interest) from the Lower-Tier Distribution Account
and to the Holders of the Class R Certificates (in respect of the Class UT-R Interest) and to other Certificateholders from the
Upper-Tier Distribution Account on each Distribution Date shall be made by the Certificate Administrator (after withdrawing any
amounts deposited in the Distribution Account in error to the extent funds are available for such purpose) to each Certificateholder
of record on the related Record Date (other than as provided in Section 9.1 in respect of the final distribution),
by wire transfer in immediately available funds to the account of such Certificateholder at a bank or other


 






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entity
located in the United States and having appropriate facilities therefor; provided that the Certificate Administrator has
received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in
the Certificate Register if wiring instructions have not been received at least five (5) Business Days prior to the Distribution
Date.


 


(c)           All
amounts distributable to a Class of Certificates pursuant to Section 4.1(a) on each Distribution Date shall be allocated
pro rata among the outstanding Certificates in each such Class based on their respective Percentage Interests. Such distributions
shall be made on each Distribution Date to each Certificateholder of record at the close of business on the related Record Date
by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in
the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate
wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register
if wiring instructions have not been received at least five (5) Business Days prior to the Distribution Date. The final distribution
on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location
specified by the Certificate Administrator in the notice to Certificateholders of such final distribution.


 


(d)           The
Certificate Administrator shall, as soon as reasonably possible after notice thereof by the Servicer to the Certificate Administrator
that the final distribution with respect to any Class of Certificates is expected to be made, mail to each Holder of such
Class of Certificates on such date a notice to the effect that:


 


(i)           
the Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution
with respect to such Class of Certificates shall be made on such Distribution Date, but only upon presentation and surrender
of such Certificates at the office of the Certificate Administrator therein specified; and


 


(ii)          
if such final distribution is made on such Distribution Date, no interest shall accrue on such Certificate from and after
the Interest Accrual Period related to such Distribution Date.


 


(e)           Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust for the benefit of
the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section shall
not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates
shall have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate
steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses
of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. All such amounts shall
be held by the Certificate


 






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Administrator
in trust in accordance herewith until the expiration of a two-year period following such second notice, notwithstanding any termination
of the Trust Fund. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator shall hold all amounts distributable to the Holders thereof for the benefit of such Holders until
the earlier of (i) its termination as Certificate Administrator hereunder and the transfer of such amounts to a successor
Certificate Administrator and (ii) the termination of the Trust Fund, at which time such amounts, subject to applicable law,
shall be distributed to the Depositor. No interest shall accrue or be payable to any Certificateholder on any amount held in trust
hereunder or by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with this Section 4.1(e). Any such amounts transferred to the Certificate
Administrator will remain uninvested. In the event the Certificate Administrator is permitted or required to invest any amounts
in Permitted Investments under this Agreement in the event of its assumption of the duties of, or becoming the successor to, the
Servicer or the Special Servicer, as applicable, in accordance with the terms of this Agreement, it shall invest such amounts
in Permitted Investments under clause (i) of the definition of Permitted Investments.


 


(f)       Subject to the following sentence, the Certificate Administrator shall be responsible for the calculations with respect
to distributions from the Trust so long as the Trust Fund has not been terminated in accordance with this Agreement. The Certificate
Administrator shall have no duty to recompile, recalculate or verify the accuracy of information provided to it by the Servicer
pursuant to Section 3.18(a) and, in the absence of manifest error in such information, may conclusively rely upon
it.


 


(g)      On each Distribution Date, Realized Losses with respect to the Trust Loan shall be allocated to and applied as a reduction
of the Certificate Balance of each Class of Sequential Pay Certificates in the following order:


 


first,
to the Class HRR Certificates;


 


second,
to the Class F Certificates;


 


third,
to the Class E Certificates;


 


fourth,
to the Class D Certificates;


 


fifth,
to the Class C Certificates;


 


sixth,
to the Class B Certificates; and


 


seventh,
to the Class A Certificates;


 


in
each case, until the Certificate Balance thereof has been reduced to zero.


 


The
Notional Amount of the Class X-A Certificates shall be reduced by the amount of Realized Losses allocated to the Class A
Certificates.


 






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Section 4.2.        Withholding Tax.  Notwithstanding any other provision of this Agreement, the Certificate Administrator
shall comply with all federal withholding requirements with respect to payments to Certificateholders or payees that the Certificate
Administrator reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required
for any such withholding and any information that the Certificate Administrator may need to comply with any withholding requirement
shall be furnished to the Certificate Administrator. In the event the Certificate Administrator withholds any amount from interest
payments or advances thereof to any Certificateholder or payee pursuant to federal withholding requirements, amounts so withheld
shall be treated as having been entirely distributed to such Certificateholder or payee, and the Certificate Administrator shall
indicate the amount withheld to such Certificateholder or payee through a report.


 


Section 4.3.        Allocation and Distribution of Yield Maintenance Premiums. On any Distribution Date, Yield Maintenance Premiums,
if any, collected in respect of the Trust Loan prepayments during the related Collection Period shall be distributed by the Certificate
Administrator to the Holders of each Class of Certificates (excluding the Class R Certificates) in the following manner: (1) pro
rata, between (x) the Class A and Class X-A Certificates (the “YM Group A”), and (y) the group
(the “YM Group B” and collectively with the YM Group A, the “YM Groups”) of Class B, Class
C, Class D, Class E, Class F and Class HRR Certificates, based upon the aggregate amount of principal distributed to the Classes
of Sequential Pay Certificates in each YM Group on such Distribution Date that was subject to Yield Maintenance Premiums, and
(2) as among the Classes of Certificates in each YM Group, in the following manner: (A) the Certificateholders of each Class
of Sequential Pay Certificates in such YM Group shall be entitled to receive on each Distribution Date an amount of Yield Maintenance
Premiums, if any, collected in respect of the Trust Loan prepayments , equal to the product of (i) a fraction whose numerator
is the amount of principal subject to a Yield Maintenance Premium distributed to such Class on such Distribution Date and whose
denominator is the total amount of principal distributed to all of the Certificates in that YM Group representing principal payments
in respect of the Trust Loan on such Distribution Date, (ii) the Base Interest Fraction for the related principal prepayment
subject to a Yield Maintenance Premium and such Class of Sequential Pay Certificates, and (iii) the Yield Maintenance Premiums,
as applicable, collected during the related Collection Period and allocated to such YM Group, and (B) any Yield Maintenance
Premiums, as applicable, allocated to such YM Group collected during the related Collection Period remaining after such distributions
to the Sequential Pay Certificates in such YM Group will be distributed to the Class X-A Certificates in such YM Group.


 


On
each Distribution Date, the Certificate Administrator shall apply amounts related to Yield Maintenance Premiums then on deposit
in the Lower-Tier Distribution Account and received during or prior to the related Collection Period to the Class LA Uncertificated
Interest pursuant to this Section 4.3.


 


Section 4.4.        Statements to Certificateholders. (a)  On each Distribution Date, based on information provided by the
Servicer or the Special Servicer, as applicable, the Certificate Administrator shall prepare and make available on the Certificate
Administrator’s Website pursuant to Section 8.14(b) to any Privileged Person (and any Borrower Related Party
that certifies to the Certificate Administrator in the form of Exhibit K-2 that it is a Certificateholder or Beneficial
Owner of a Certificate), a statement, based upon the information


 






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provided
to it by the Servicer and the Special Servicer, as applicable, in respect of the distributions made on such Distribution Date
(a “Distribution Date Statement”) setting forth, among other things:


 


(i)          
for each Class of Certificates (other than the Class R Certificates), (a) the amount of the distributions made on
such Distribution Date allocable to interest at the Pass-Through Rate and/or the amount allocable to principal (separately identifying
the amount of any principal payments (specifying the source of such payments)), (b) the amount of any Yield Maintenance Premiums
collected on the Trust Loan and the amount thereof allocated to each Class of Certificates, and (c) the amount of interest
paid on Advances from Default Interest and allocable to such Class of Certificates;


 


(ii)          if the amount of the distributions to the Holders of each Class of Certificates was less than the full amount that would
have been distributable to such holders if there had been sufficient Available Funds, the amount of the shortfall allocable to
such Class of Certificates, stating separately the amounts allocable to interest and principal;


 


(iii)         the amount of any Monthly Payment Advance for such Distribution Date;


 


(iv)         the Certificate Balance or Notional Amount, as applicable, of each Class of Certificates (other than the Class R Certificates)
after giving effect to any distribution in reduction of the Certificate Balance or Notional Amount, as applicable, on such Distribution
Date and the allocation of Realized Losses on such Distribution Date, and the amount of Realized Losses allocated to each Class
on such Distribution Date;


 


(v)          the principal balance of the Trust Loan and the principal balance of the Note as of the end of the Collection Period for
such Distribution Date;


 


(vi)         the aggregate amount of unscheduled payments (and the source of such payments) made during the related Collection Period;


 


(vii)        identification of any Mortgage Loan Event of Default, any Special Servicing Loan Event, any Servicer Termination Event,
any Special Servicer Termination Event or any Operating Advisor Termination Event that in any case has been declared as of the
close of business on the second Business Day prior to the end of the immediately preceding calendar month;


 


(viii)       the amount of the servicing compensation (other than the Servicing Fee) paid to the Servicer and the Special Servicer with
respect to such Distribution Date, separately listing any Liquidation Fees or Workout Fees and any other Mortgage Loan Borrowers
charges retained by the Servicer or Special Servicer and the amount of compensation paid to the Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, and the Trustee, separately listing the Certificate Administrator Fee, the
Special Servicing Fee, the Trustee Fee, the Operating Advisor Fee and the CREFC® Intellectual Property Royalty
License Fee paid to CREFC® with respect to such Distribution Date;


 






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(ix)          the
number of days a Mortgage Loan Borrower is delinquent in the event that a Mortgage Loan Borrower is delinquent at least 30 days
and the date upon which any foreclosure proceedings have been commenced;


 


(x)          
if the Property had as of the close of business on the Mortgage Loan Payment Date immediately preceding such Distribution
Date, had become a Foreclosed Property;


 


(xi)          information with respect to any declared bankruptcy of any Mortgage Loan Borrower;


 


(xii)         as to any item of Collateral released, liquidated or disposed of during the preceding Collection Period, the identity of
such item and the amount of proceeds of any liquidation or other amounts, if any, received therefrom during the related Collection
Period;


 


(xiii)        a list of conveyances or transfers of the Property by a Mortgage Loan Borrower;


 


(xiv)        the aggregate amount of all Advances, if any, not yet reimbursed;


 


(xv)         the
amount of any reimbursement of Nonrecoverable Advances paid to the Servicer;


 


(xvi)        a report identifying any Appraisal Reduction Amount;


 


(xvii)       an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates
during the related Collection Period;


 


(xviii)      the amount of Default Interest, if any, and late payment charges, if any, paid by the Mortgage Loan Borrower during the
related Collection Period;


 


(xix)        the original rating of each Class of Certificates and the current rating of each Class of Certificates;


 


(xx)         the aggregate amount of Mortgage Loan Borrowers’ Reimbursable Trust Fund Expenses;


 


(xxi)        the Mortgage Loan Rate and the Net Mortgage Loan Rate for the related Interest Accrual Period;


 


(xxii)       the current Controlling Class, if any; and


 


(xxiii)      the identity of the current Controlling Class Representative.


 


The
Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Servicer and the Special Servicer may agree
to enhance the reporting requirements of the Distribution Date Statement without Certificateholder approval. Assistance in using
the


 






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Certificate
Administrator’s Website can be obtained by calling the Certificate Administrator’s investor relations desk at (866)
846-4526. The Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information
posted to the Certificate Administrator’s Website only by virtue of its receipt and posting such information to the Certificate
Administrator’s Website or its filing of such information pursuant to this Agreement, including, but not limited to, filing
via EDGAR, to the extent such information was not produced by the Certificate Administrator.


 


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 Certificateholder, a statement containing the information set forth in clauses (i),
(ii), (viii) and (xix) above as to the applicable Class, aggregated for such calendar year or applicable portion of such year
during which such Person was a Certificateholder, together with such other information as the Certificate Administrator deems
necessary or desirable, or that a Certificateholder or Beneficial Owner of a Certificate 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.


 


The
Certificate Administrator will be entitled to rely on all information provided to it by the Servicer or the Special Servicer without
independent verification. The Servicer, the Special Servicer, the Trustee and the Certificate Administrator will be entitled to
rely on information supplied by the Mortgage Loan Borrowers without independent verification.


 


The
Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder and Beneficial
Owner may access notices under the “Special Notices” tab and the “Risk Retention Special Notices” tab
on the Certificate Administrator’s Website, and each Certificateholder and Beneficial Owner may register to receive email
notifications when such notices are posted on the Certificate Administrator’s Website. The Certificate Administrator will
be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting notices of such requests.


 


(b)          The
Certificate Administrator shall, on each Distribution Date make the Distribution Date Statement available to Privileged Persons
pursuant to Section 8.14(b). The Certificate Administrator’s obligation to provide such information to Certificateholders
and others shall be contingent on the Certificate Administrator’s receipt of such information from the Servicer and the
Special Servicer, as applicable. The Certificate Administrator shall be entitled to rely on such information provided to it by
the Servicer or the Special Servicer without independent verification. To the extent that the information required to be furnished
by the Servicer is based on information required to be provided by the Mortgage Loan Borrowers or the Special Servicer, the Servicer’s
obligation to furnish such information to the Certificate Administrator shall be contingent on its receipt of such information
from the Mortgage Loan
Borrowers or the Special Servicer, as applicable. To the extent that information required to be furnished by the Special Servicer
is based on information required to be provided by the Mortgage Loan Borrowers, the Special Servicer’s obligation to furnish
such information shall be contingent upon its receipt of such information from the Mortgage 


 






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Loan
Borrowers. The Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on information
supplied by the Mortgage Loan Borrowers without independent verification.


 


The
Certificate Administrator shall, to the extent provided to it by the Servicer in electronic format, make available to Privileged
Persons pursuant to Section 8.14(b) reports or analyses of net operating income from the Property. Such net operating
income reports or analyses shall be prepared pursuant to Section 3.18 hereof by the Servicer in CREFC®
format based on the quarterly, annual and periodic statements and rent rolls with respect to the Property obtained by the Servicer
from the Mortgage Loan Borrower.


 


If
so authorized by the Depositor, the Certificate Administrator may make available on the Certificate Administrator’s Website
to any Privileged Person certain other information with respect to the Whole Loan (subject to the limitations of Section 3.4(c)).


 


In
addition, the Certificate Administrator shall make available on the Certificate Administrator’s Website such information
as set forth in Section 8.14(b) herein.


 


Section 4.5.        Investor Q&A Forum and Investor Registry. (a) The Certificate Administrator shall make available to Privileged
Persons only, 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 who are Privileged Persons may
submit questions to (a) the Certificate Administrator relating to the Distribution Date Statement, (b) the Servicer
or Special Servicer, as applicable, relating to the reports being made available pursuant to Section 8.14(b)(ii)(B)
and 8.14(b)(iii)(A), (B) and (C), the Whole Loan or the Property, and (c) the Operating Advisor relating
to annual or other reports (including recommendations to replace the Special Servicer) prepared by the Operating Advisor or actions
by the Special Servicer referenced in such reports, (collectively, “Inquiries”), 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 Servicer, the Special Servicer or the Operating Advisor, the Certificate Administrator shall forward the Inquiry to the
Servicer, the Special Servicer or Operating Advisor, as applicable, in each case via email within a commercially reasonable period
of time following receipt thereof. Following receipt of an Inquiry, the Certificate Administrator, the Servicer, the Special Servicer
or the Operating Advisor, as applicable, unless it determines not to answer such Inquiry as provided below, shall reply to the
Inquiry, which reply of the Servicer, Special Servicer or Operating Advisor shall be by email to the Certificate Administrator.
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, Servicer, Special Servicer or Operating Advisor determines, in its respective sole discretion, that
(i) any Inquiry is not of a type described above, (ii) answering any Inquiry would not be in the best interests of the
Trust Fund and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law, the Mortgage
Loan Documents or this Agreement, (iv) answering any Inquiry would, or is, reasonably expected to result in a waiver of attorney
client privilege or the disclosure of attorney client work-product; (v) answering any Inquiry would materially increase the
duties of, or result in significant additional cost or expense to, the Certificate Administrator, Servicer, Special Servicer or


 






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Operating
Advisor, as applicable, (vi) answering any Inquiry would violate the applicable confidentiality provisions or (vii) answering
any Inquiry is otherwise, for any reason, not advisable to answer, it shall not be required to answer such Inquiry and, in the
case of the Servicer, Special Servicer or Operating Advisor, shall promptly notify the Certificate Administrator. The Certificate
Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry will not be answered. 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 Trust and Servicing Agreement provides that the Certificate Administrator, Servicer, Special Servicer
or Operating Advisor shall not answer an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry
is not of a type described in the Trust 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 Mortgage
Loan Documents, (iv) answering any Inquiry would, or is, reasonably expected to result in a waiver of attorney client privilege
or the disclosure of attorney client work-product, (v) answering any Inquiry would materially increase the duties of, or
result in significant additional cost or expense to, the Certificate Administrator, Servicer, Special Servicer or Operating Advisor,
as applicable, (vi) answering any Inquiry would violate the applicable confidentiality provisions or (vii) answering
any Inquiry is otherwise, for any reason, not advisable to answer, no inference should be drawn from the fact that the Certificate
Administrator, Servicer, Special Servicer or Operating Advisor has declined to answer the Inquiry.” No party may post or
otherwise disclose information known to such party to be Privileged Information; provided that the Certificate Administrator
shall have no obligation to review any inquiry or answer received by it for posting to the Investor Q&A Forum to determine
if such inquiry or answer contains any such direct communication with the Controlling Class Representative, or otherwise to consult
with the party from whom such inquiry or answer is received to confirm the same, and the Certificate Administrator shall have
no liability in connection with its posting to the Investor Q&A Forum of any inquiry or answer containing such direct communication.
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 Initial Purchaser or the Certificate Administrator (as applicable) or any of their respective Affiliates.
None of the Initial Purchaser, Depositor, 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. In addition to the Certificate Administrator’s receipt of the Investor Certification to confirm
that such Person is a Privileged Person, the Certificate Administrator may require acceptance of an additional waiver and disclaimer
for access to the Investor Q&A Forum. No party to this Agreement shall be permitted to disclose Privileged Information in
the Investor Q&A Forum.


 


(b)          The
Certificate Administrator shall make available to any Certificateholder and any Beneficial Owner, the Investor Registry. The “Investor
Registry” shall be a voluntary service via the Certificate Administrator’s Website, where Certificateholders and Beneficial
Owners can register and thereafter obtain information with respect to any other Certificateholder or Beneficial Owner that has
so registered. Any person


 






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registering
to use the Investor Registry shall certify that (a) it is a Certificateholder or a Beneficial Owner and (b) it grants
authorization to the Certificate Administrator to make its name and contact information available on the Investor Registry for
at least forty-five (45) days from the date of such certification to other registered Certificateholders and registered Beneficial
Owners and such other certifications as the Certificate Administrator may require. Such Person shall then be asked to provide
certain mandatory fields such as the individual’s name, the company name and email address, as well as certain optional
fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Beneficial Owner notifies the
Certificate Administrator in writing 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. In addition to the Certificate Administrator’s receipt
of the Investor Certification to confirm that such Person is a Privileged Person, the Certificate Administrator may require acceptance
of a waiver and disclaimer for access to the Investor Registry.


 


Article
5



THE CERTIFICATES


 


Section 5.1.         
The Certificates. (a)  The following table sets forth the designation and aggregate initial Certificate
Balance and Pass-Through Rate for each Class of Certificates.


 


	Class
                                         of Certificates 
	Initial
                                         Certificate Balance 
	Pass-Through
                                         Rate 

	Class A
    	$270,078,000	Class
    A Pass-Through Rate
	Class X-A
    	$
    270,078,000	Class
    X-A Pass-Through Rate
	Class B
    	$63,548,000	Class
    B Pass-Through Rate
	Class C
    	$47,660,000	Class
    C Pass-Through Rate
	Class D
    	$94,498,000	Class
    D Pass-Through Rate
	Class E
    	$
    113,491,000	Class
    E Pass-Through Rate
	Class F
    	$74,510,000	Class
    F Pass-Through Rate
	Class
    HRR 	$41,215,000	Class
    HRR Pass-Through Rate
	Class
    R 	N/A	N/A


 


The
Certificates shall be issued in substantially the respective forms set forth as Exhibits A-1 through A-8 hereto,
with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement
or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate
compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon as may be required by law, or as may, consistently herewith, be determined by the officers executing such Certificates,
as evidenced by their execution thereof.


 






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(b)          The
Certificates of each Class of Sequential Pay Certificates shall be issued in minimum denominations of $100,000 initial Certificate
Balance and integral multiples of $1 initial Certificate Balance in excess of $100,000). The Class X-A Certificates shall be issued
in minimum denominations of $1,000,000 initial Notional Amount and in integral multiples of $1 initial Notional Amount in excess
of $1,000,000. The Class R Certificates shall be issued, maintained and transferred in minimum percentage interests of 10%
of such Class R Certificates and in integral multiples of 1% in excess thereof.


 


(c)          One
authorized signatory shall sign the Certificates for the Certificate 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.


 


(d)          The
Class HRR Certificates shall only be held as a Definitive Certificate in the Third Party Purchaser Safekeeping Account by the
Certificate Administrator (and the Holder of the Class HRR Certificates shall be registered on the Certificate Register), unless
otherwise consented to by the Retaining Sponsor. The Certificate Administrator shall hold the Class HRR Certificates in safekeeping
and shall release the same only upon receipt of written instructions in accordance with this agreement from the Holder of the
Class HRR Certificates and the Retaining Sponsor’s consent (subject to Section 5.1(e)), 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 Class 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 Class HRR Certificates. The Class HRR Certificates to be delivered in physical
form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Class HRR Certificates
shall be remitted to the Third Party Purchaser Safekeeping Account, but shall be remitted directly to (or otherwise at the direction
of) the Holder of the Class HRR Certificates in accordance with written instructions (which shall be in the form of Exhibit J-1
to this Agreement) provided separately by the Holder of the Class HRR Certificates to the Certificate Administrator. Under
no circumstances by virtue of safekeeping the Class 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 Class 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 Class HRR Certificates. The Certificate
Administrator shall hold the Definitive Certificate representing the Class HRR Certificates at


 



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 the below location, or any other
location; provided the Certificate Administrator has given notice to the Holder of the Class HRR Certificates of such new
location:


 


Wells
Fargo Bank, National Association 


Attn:
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 V to this Agreement evidencing its receipt of the Class
HRR Certificates.


 


The
Certificate Administrator shall make available to the Holder of the Class HRR Certificates a statement of Third Party Purchaser
Safekeeping Account as mutually agreed upon by the Certificate Administrator and the Holder of the Class HRR Certificates, and
in accordance with the Certificate Administrator’s policies and procedures. Any transfer of the Class HRR Certificates shall
be subject to Article 5 of this Agreement.


 


(e)          In
the event the Third Party Purchaser seeks to cause the release of any Class HRR Certificates from the Third Party Safekeeping
Account, the Third Party Purchaser shall deliver to the Certificate Administrator (i) a written request for such release and (ii)
a written request for the Retaining Sponsor’s consent to such release substantially in the form attached hereto as Exhibit
J-4. 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. In connection with the release of any Class HRR Certificates
pursuant to this Section 5.1(e), the Certificate Administrator shall deliver such released Class HRR Certificates to (or
at the direction of) the Holder of such released Class HRR Certificates, via overnight delivery, by any nationally recognized
courier, to the location designated by such Holder. Notwithstanding the foregoing, if the release of any Class HRR Certificates
pursuant to this Section 5.1(e) occurs in connection with the termination of the Credit Risk Retention Rules and the Third
Party Purchaser desires to exchange the Class HRR Certificates for Global Certificates, the Third Party Purchaser shall (i) first
obtain the consent of the Retaining Sponsor pursuant to this Section 5.1(e) and (ii) second comply with the transfer provisions
in Section 5.3(g). After the release of any Class HRR Certificates pursuant to this Section 5.1(e), the Certificate
Administrator shall have no liability with respect to the safekeeping of such released Class HRR Certificates. The Certificate
Administrator shall be


 






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indemnified
and held harmless for any release in connection with the preceding, in accordance with the terms set forth in Section 8.3.


 


Section 5.2.        Form and Registration. (a)  Each Class of the Certificates (other than the Class HRR and Class R Certificates)
sold to institutions that are non-“U.S. persons” in “offshore transactions”, as defined in, and in reliance
on, Regulation S shall initially be represented by a temporary global certificate in definitive, fully registered form without
interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S
Global Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the 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 the Euroclear
System (“Euroclear”) and/or Clearstream Banking, société anonyme (“Clearstream”).
Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date
(the “Restricted Period”), beneficial interests in each Temporary Regulation S Global Certificate may
be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary
Regulation S Global Certificate may be exchanged for an interest in the related permanent global certificate of the same
Class (a “Regulation S Global Certificate”) in the applicable form set forth as an exhibit hereto in accordance
with the procedures set forth in Section 5.3(f). During the Restricted Period, distributions due in respect of a beneficial
interest in a Temporary Regulation S Global Certificate shall only be made upon delivery to the Certificate Registrar by
Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted
Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Global Certificate shall not
be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Global
Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S
Global Certificate or a Regulation S Global Certificate may from time to time be increased or decreased by adjustments made
on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Global Certificates, which shall be held by the
Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph.


 


(b)          Certificates
of each Class (other than the Class HRR Certificates until the termination of the Credit Risk Retention Compliance Agreement)
offered and sold to QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) shall be
represented by a single, global certificate in definitive, fully registered form without interest coupons, substantially in the
applicable form set forth as an exhibit hereto (each, a “Rule 144A Global Certificate” and, together with
the Temporary Regulation S Global Certificates and the Regulation S Global Certificates, the “Global 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
Global Certificate may from time to time be increased or


 






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decreased
by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


(c)          Certificates
of each Class (other than the Class R Certificates) that are offered and sold in the United States to investors that are Institutional
Accredited Investors that are not QIBs, the Class HRR Certificates and the Class R Certificates (the “Non-Book Entry
Certificates”) shall be in the form of Definitive Certificates, substantially in the applicable form set forth as an
exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall
deliver the certificates for such Non-Book Entry Certificates to the respective beneficial owners or owners.


 


(d)          Owners
of beneficial interests in Global Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing
or able to discharge properly its responsibilities as depository with respect to the Global Certificates of such Class or ceases
to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within 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 Trustee to obtain possession of the Certificates of such Class; provided, however,
that under no circumstances will certificated Certificates be issued to beneficial owners of a Temporary Regulation S Global
Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to
any Certificates of a Class that are in the form of Global Certificates and upon surrender by the Depository of any Global Certificate
of such Class and receipt from the Depository of instructions for reregistration, the Certificate Registrar shall issue Certificates
of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A
Global Certificate, the same legends regarding transfer restrictions borne by such Global Certificate), and thereafter the Certificate
Registrar shall recognize the holders of such Definitive Certificates as Certificateholders under this Agreement.


 


(e)           If
any Beneficial Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited Investor
that is not a QIB, or wishes to transfer its interest in a Regulation S Global Certificate to a “U.S. person” (as
that term is defined in Rule 902(k) of Regulation S) that is an Institutional Accredited Investor but not a QIB, then the transferee
shall take delivery in the form of a Non-Book Entry Certificate, subject to the restrictions on the transfer of such Non-Book
Entry Certificate in Section 5.3(h) of this Agreement. No such transfer shall be made and the Certificate Registrar shall
not register any such transfer unless such transfer complies with the provisions of Section 5.3(h) of this Agreement applicable
to transfers of Non-Book Entry Certificates. Upon acceptance for exchange or transfer of a beneficial interest in a Global Certificate
for a Non-Book Entry Certificate, as provided herein, the Certificate Registrar shall endorse on the schedule affixed to the related
Global Certificate (or on a continuation of such schedule affixed to such Global Certificate and made a part thereof) an appropriate
notation evidencing the date of such exchange or transfer and a decrease in the denomination of such Global Certificate equal
to the


 






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denomination
of such Non-Book Entry Certificate issued in exchange therefor or upon transfer thereof.


 


Section 5.3.        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 represented by a Temporary Regulation S
Global Certificate, a Regulation S Global Certificate and a Rule 144A Global Certificate and accepting Certificates
for exchange and registration of transfer and (ii) transmitting to the Depositor, the Servicer and the Special Servicer any
notices from the Certificateholders.


 


(b)         
Subject to the restrictions on transfer set forth in this Article 5, 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 Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial
interest in the Rule 144A Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes
at any time to exchange its interest in such Rule 144A Global Certificate for an interest in the Temporary Regulation S
Global Certificate of the same Class, or to transfer its interest in such Rule 144A Global Certificate to a Person who is
required to take delivery thereof in the form of an interest in the Temporary Regulation S Global Certificate of the same
Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest
for an equivalent beneficial interest in such Temporary Regulation S Global Certificate. Upon receipt by the Certificate
Registrar, as registrar, at its office designated in Section 5.7 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 Global Certificate in an amount equal to the beneficial
interest in the Rule 144A Global Certificate to be exchanged, (2) a written order given in accordance with the Depository’s
procedures containing information regarding the Euroclear or Clearstream account to be credited with such increase and the name
of such account and (3) a certificate in the form of Exhibit C 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
Global Certificates and pursuant to and in accordance with Regulation S, then the Certificate Registrar shall instruct the
Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Global Certificate and to increase,
or cause to be increased, the Certificate Balance of the Temporary Regulation S Global Certificate by the aggregate Certificate
Balance of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited
to the account of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both)
a beneficial interest in the Temporary Regulation S Global Certificate equal to the reduction in the Certificate Balance
of the Rule 144A Global Certificate, and to 


 






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debit,
or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the
Rule 144A Global Certificate that is being exchanged or transferred.


 


(d)         
Rule 144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest
in the Rule 144A Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any
time to exchange its interest in such Rule 144A Global Certificate for an interest in the Regulation S Global Certificate
of the same Class, or to transfer its interest in such Rule 144A Global Certificate to a Person who is required to take delivery
thereof in the form of an interest in a Regulation S Global Certificate, such holder may, subject to the rules and procedures
of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation S
Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.7
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 Global Certificate
in an amount equal to the beneficial interest in the Rule 144A Global Certificate to be exchanged, (2) a written order
given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository
to be credited with such increase and (3) a certificate in the form of Exhibit D 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 Global 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
Global Certificate, without any registration of such Certificates under the Securities 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
Global Certificate and to increase, or cause to be increased, the Certificate Balance of the Regulation S Global Certificate
by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit
or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S
Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global Certificate, and to debit, or
cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A
Global Certificate that is being exchanged or transferred.


 


(e)          Temporary
Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate. If a holder
of a beneficial interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited
with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation S
Global Certificate or Regulation S Global Certificate for an interest in the Rule 144A Global Certificate of the same
Class, or to transfer its interest in such Temporary Regulation S Global Certificate or Regulation S Global Certificate
to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Global Certificate, such
holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange
or cause the exchange of such interest for an


 






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equivalent
beneficial interest in the Rule 144A Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as
registrar, at its office designated in Section 5.7 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 Global Certificate equal to the beneficial interest in the Temporary Regulation S Global Certificate
or Regulation S Global Certificate to be exchanged, such instructions to contain information regarding the participant account
with the Depository to be credited with such increase, (2) with respect to a transfer of an interest in the Regulation S
Global Certificate, information regarding the participant account of the Depository to be debited with such decrease and (3) with
respect to a transfer of an interest in the Temporary Regulation S Global Certificate (but not the Regulation S Global
Certificate) for an interest in the Rule 144A Global Certificate, a certificate in the form of Exhibit E hereto
given by the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary Regulation S
Global Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Global Certificate is a QIB
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 Global
Certificate or Regulation S Global Certificate and to increase, or cause to be increased, the Certificate Balance of the
Rule 144A Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S
Global Certificate or Regulation S Global Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository,
concurrently with such reduction, to credit, or cause to be credited, to the account of the Person specified in such instructions,
a beneficial interest in the Rule 144A Global Certificate equal to the reduction in the Certificate Balance of the Temporary
Regulation S Global Certificate or Regulation S Global Certificate and to debit, or cause to be debited, from the account
of the Person making such transfer the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S
Global Certificate that is being transferred.


 


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


 






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Temporary
Regulation S Global Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount so
exchanged and shall endorse the Regulation S Global Certificate to reflect the corresponding increase in the amount represented
thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Global Certificate, and the
Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S
Global Certificate and Rule 144A Global Certificate authenticated and delivered hereunder.


 


(g)         
Non-Book Entry Certificate to Global Certificate. If a Holder of a Non-Book Entry Certificate (other than a Class
HRR Certificate or a Class R Certificate) wishes at any time, or a Third Party Purchaser wishes, pursuant to Section 5.1(e),
to exchange its interest in such Non-Book Entry Certificate for an interest in a Global Certificate of the same Class, or to transfer
all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof in the form of an interest
in a Global Certificate, such Holder may, subject to the rules and procedures of Euroclear or Clearstream, if applicable, and
the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial interest in
the appropriate Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated
in Section 5.7 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 Global 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 G hereto (in the event that the applicable Global Certificate is
the Temporary Regulation S Global Certificate), in the form of Exhibit H hereto (in the event that the applicable
Global Certificate is the Regulation S Global Certificate) or in the form of Exhibit I hereto (in the event that
the applicable Global Certificate is the Rule 144A Global Certificate), then the Certificate Registrar, as registrar, shall
cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, 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 Global 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 Global Certificate equal to the
Certificate Balance of the portion of the Non-Book Entry Certificate so canceled.


 


(h)         
Exchanges of Non-Book Entry Certificates. If a holder of a Rule 144A Global Certificate, Regulation S Global Certificate
or Non-Book Entry Certificate wishes at any time to transfer its interest in such Rule 144A Global Certificate, Regulation S Global
Certificate or Non-Book Entry Certificate to a Person who is required to take delivery thereof in the form of a Non-Book Entry
Certificate, then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively
rely upon): (i) an investment representation letter from the proposed transferee substantially in the form attached as Exhibit J-1
to this Agreement and (ii) if required by the Certificate Registrar, an opinion of counsel satisfactory to the Certificate
Registrar to the effect that such transfer shall be made without registration under the Securities Act, together with the written
certification(s) as to the


 






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facts
surrounding such transfer from the Certificateholder desiring to effect such transfer and/or the proposed transferee on which
such opinion of counsel is based (such opinion of counsel shall not be an expense of the Trust or of the Depositor, the Servicer,
the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar in their respective capacities as
such).


 


(i)            Other
Exchanges. In the event that a Global Certificate is exchanged for a Definitive Certificate, such Certificates may be exchanged
only in accordance with such procedures as are substantially consistent with the provisions of clauses (c) through (f) and
(h) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S
under the Securities Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


 


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


 


(k)         
If Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend relating
to compliance with the Securities Act, or if a request is made to remove such legend on Certificates, the Certificates so issued
shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered to the Certificate
Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the restrictions on
transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144
or Regulation S under the Securities Act or, with respect to Non-Book Entry Certificates, that such Certificates are not
“restricted” within the meaning of Rule 144 under the Securities 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)         No Class F, Class HRR or Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee
that is or will be an “employee benefit plan” within the meaning of Section 3(3) of ERISA that is subject to the fiduciary
responsibility provisions of ERISA, or any “plan” within the meaning of Section 4975(e)(1) of the Code that is subject
to Section 4975 of the Code, or any other plan or arrangement subject to any federal, state or local law materially similar to
the foregoing provisions of ERISA or the Code (“Similar Law”) or a Person whose assets include the assets of
any such employee benefit plan or plan within the meaning of Department of Labor Regulation Section 2510.3-101, as modified by
Section 3(42) of ERISA or otherwise (each, a “Benefit Plan”), or any person acting on behalf of any such Benefit
Plan or using the assets of a Benefit Plan to purchase such Certificate, other than, in the case of a Class F, Class HRR Certificate,
an insurance company using assets of its general account under circumstances whereby such purchase and the subsequent holding
of such Certificates by such insurance company would be


 






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exempt
from the prohibited transaction provisions of Sections 406 and 407 of ERISA and Section 4975 of the Code under Sections I and
III of Prohibited Transaction Class Exemption 95-60, or a substantially similar exemption under Similar Law. Each prospective
transferee of a Class F, Class HRR or Class R Certificate in definitive form (other than the Initial Purchaser) shall deliver
to the transferor, the Certificate Registrar and the Certificate Administrator a representation letter, substantially in the form
of Exhibit O, stating that the prospective transferee meets the requirements of the preceding sentence. Each transferee
of an interest in a Class F, Class HRR or Class R Certificate in the form of a Global Certificate will be deemed to have represented
that it meets the requirements of the second preceding sentence. No Class A, Class X-A, Class B, Class C, Class D
or Class E Certificates may be purchased by or transferred to any prospective purchaser or transferee that is or will be a Benefit
Plan, or any person acting on behalf of a Benefit Plan or using the assets of a Benefit Plan to purchase such Certificate, unless
(A) the purchaser is an “accredited investor” as defined in Rule 501(a)(1) of the Securities Act and (B) the acquisition,
holding and disposition of such Certificate by the purchaser will not constitute or otherwise result in a non-exempt prohibited
transaction under ERISA or Section 4975 of the Code (or a similar non-exempt violation of Similar Law). Any purported transfer
in violation of this Section 5.3(m) shall be null and void ab initio and shall vest no rights in any such purported purchaser
or transferee.


 


(n)         
Each Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such
Residual Ownership Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any
Residual Ownership Interest are expressly subject to the following provisions:


 


(i)          
Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire
or hold such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that
is not a Permitted Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change
in its status (or the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition
of a Residual Ownership Interest by a Person who is not a Permitted Transferee or by a Person who is acting as an agent of a Person
who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding owner who was
a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest as soon and
as fully as possible.


 


(ii)          No
Residual Ownership Interest may be transferred, and no such transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the transfer, and
such proposed transfer shall not be effective, without such consent with respect thereto. In connection with any proposed transfer
of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor,
an affidavit in substantially the form attached as Exhibit J-2 (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,


 






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(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. 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 5.3(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 J-3 (the “Transferor
Letter”), that the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee
and has no actual knowledge or reason to know that the proposed transferee’s statements in the Transferee Affidavit are
false.


 


(iii)         Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if
a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee,
no transfer to such proposed transferee shall be effected and such proposed transfer shall not be registered on the Certificate
Register; provided, however, the Certificate Registrar shall not be required to conduct any independent investigation
to determine whether a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has
occurred a transfer to any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman)
in contravention of the foregoing restrictions, and in any event not later than 60 days after a request for information from the
transferor of such Residual Ownership Interest or such agent, the Certificate Registrar and the Certificate Administrator agree
to furnish to the IRS and the transferor of such Residual Ownership Interest or such agent such information necessary to the application
of 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, such Persons shall in
no event be excused from furnishing such information.


 


(iv)         The Class R Certificates may only be issued as Definitive Certificates and transferred to and owned by QIBs.


 


(o)         
Each fiduciary (the “Plan Fiduciary”) purchasing Certificates on behalf of a Benefit Plan subject to
Section 406 of ERISA or Section 4975 of the Code (an “ERISA Plan”), as a condition of the ERISA Plan’s
purchase of such Certificates, (a) must be


 






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“independent”
within the meaning of the Fiduciary Rule of the Transaction Parties (as defined below) and (b) will be deemed to have represented
that:


 


(1)       the Plan Fiduciary either: (a) is a bank as defined in Section 202 of the Investment Advisers Act of 1940 (the “Advisers
Act”), or similar institution that is regulated and supervised and subject to periodic examination by a State or Federal
agency; (b) is an insurance carrier which is qualified under the laws of more than one state to perform the services of managing,
acquiring or disposing of assets of a ERISA Plan; (c) is an investment adviser registered under the Advisers Act, or, if not registered
an as investment adviser under the Advisers Act by reason of paragraph (1) of Section 203A of the Advisers Act, is registered
as an investment adviser under the laws of the state in which it maintains its principal office and place of business; (d) is
a broker-dealer registered under the Securities Exchange Act of 1934, as amended; or (e) has, and at all times that the ERISA
Plan is invested in the Certificates will have, total assets of at least U.S. $50,000,000 under its management or control (provided
that this clause (e) shall not be satisfied if the Plan Fiduciary is either (i) the owner or a relative of the owner of an investing
individual retirement account or (ii) a participant or beneficiary of the ERISA Plan investing in the Certificates in such capacity);


 


(2)       the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular
transactions and investment strategies, including the acquisition of Certificates by the ERISA Plan;


 


(3)       the Plan Fiduciary is a “fiduciary” with respect to the ERISA Plan within the meaning of Section 3(21) of ERISA,
Section 4975 of the Code, or both, and is responsible for exercising independent judgment in evaluating the ERISA Plan’s
acquisition of the Certificates;


 


(4)       none of the Issuing Entity, the Depositor, the Initial Purchasers, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Operating Advisor, sponsors, the Mortgage Loan Borrowers or any of their respective affiliated entities
(the “Transaction Parties”) has exercised any authority to cause the ERISA Plan
to invest in the Certificates or to negotiate the terms of the ERISA Plan’s investment
in the Certificates; 


 


(5)       neither the ERISA Plan nor the Plan Fiduciary is paying or has paid any fee or other compensation to any of the Transaction
Parties for investment advice (as opposed to other services) in connection with the ERISA Plan’s acquisition or holding
of the Certificates; and


 


(6)       the Plan Fiduciary has been informed by the Transaction Parties: (a) that none of the Transaction
Parties is undertaking to provide impartial investment advice or to give advice in a fiduciary capacity; and (b) of the existence
and nature of the Transaction Parties financial interests in the ERISA Plan’s acquisition of the Certificates.


 






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The
above representations are intended to comply with 29 C.F.R. Sections 2510.3-21(a) and (c)(1) of the Fiduciary Rule. If these provisions
are revoked, repealed or no longer effective, these representations shall be deemed to be no longer in effect.


 


(p)         
At all times, if a transfer of the Class HRR Certificates is to be made, then the Certificate Registrar shall refuse to
register such transfer unless it receives (and, upon receipt, may conclusively rely upon) (i) a certification from such Certificateholder’s
prospective transferee substantially in the form attached hereto as Exhibit J-2, and (ii) a certification from the
Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit J-3. Upon
receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.1(e) and Section 5.3,
reflect the Class HRR Certificates in the name of the prospective transferee. For the avoidance of doubt, in no event shall the
Class HRR Certificates be held as a Global Certificate with a balance in excess of $0 at any time prior to termination of
the Credit Risk Retention Compliance Agreement.


 


Section 5.4.        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 Fund. In connection with the issuance of
any new Certificate under this Section 5.4, 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 5.4 shall constitute complete and indefeasible evidence of ownership in the Trust
Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.5.        Persons Deemed Owners. The 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
none of the 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 5.6.        Access to List of Certificateholders’ Names and Addresses; Special Notices. 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 (a) requests in writing from the
Certificate Registrar a list of the names and addresses of


 






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Certificateholders,
(b) states that such Certificateholder desires to communicate with other Certificateholders with respect to its rights under
this Agreement or under the Certificates and (c) provides a copy of the communication which such Certificateholder proposes
to transmit, then the Certificate Registrar shall, within ten Business Days after the receipt of such request, afford such Certificateholder
access during normal business hours to a current list of the Certificateholders. 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 such information was derived. The Servicer,
the Special Servicer and the Depositor shall be entitled to a list of the names and addresses of Certificateholders from time
to time upon request therefor.


 


Upon
the written request of any Certificateholder that (a) has provided an Investor Certification, (b) states that such Certificateholder
desires the Certificate Administrator to transmit a notice to all Certificateholders stating that such Certificateholder wishes
to be contacted by other Certificateholders, setting forth the relevant contact information and briefly stating the reason for
the requested contact (a “Special Notice”) and (c) provides a copy of the Special Notice which such Certificateholder
proposes to transmit, the Certificate Administrator shall post such Special Notice to the Certificate Administrator’s Website
pursuant to Section 8.14(b) and shall mail such Special Notice to all Certificateholders at their respective addresses
appearing on the Certificate Register. The costs and expenses of the Certificate Administrator associated with delivering any
such Special Notice shall be borne by the party requesting such Special Notice. Every Certificateholder, by receiving and holding
a Certificate, agrees that neither the Certificate Administrator nor the Certificate Registrar shall be held accountable by reason
of the disclosure of any such Special Notice to Certificateholders, regardless of the information set forth in such Special Notice.


 


Section 5.7.        Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or
offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate
Registrar initially designates its office at 600 South 4th Street, 7th Floor, MAC N9300-070, Minneapolis,
Minnesota 55479 as its office for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders
and the Mortgage Loan Borrower of any change in the location of the Certificate Register or any such office or agency.


 


Article
6



THE DEPOSITOR, THE SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR AND THE CONTROLLING CLASS REPRESENTATIVE


 


Section 6.1.        Respective Liabilities of the Depositor, the Servicer and the Special Servicer. The Depositor, the Servicer and
the Special Servicer each shall be liable in accordance herewith only to the extent of the obligations specifically imposed by
this Agreement.


 






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Section 6.2.        Merger or Consolidation of the Servicer, the Special Servicer or the Operating Advisor. Each of the Servicer, Special
Servicer and Operating Advisor shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction
of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties
under this Agreement.


 


Any
Person into which the Servicer, Special Servicer or Operating Advisor may be merged or consolidated, or any Person resulting from
any merger or consolidation to which the Servicer, Special Servicer or Operating Advisor shall be a party, or any Person succeeding
to the business of the Servicer, Special Servicer or Operating Advisor, shall be the successor of the Servicer, Special Servicer
or Operating Advisor, as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations
of such Servicer, Special Servicer or Operating Advisor hereunder, 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; provided, however,
that the Certificate Administrator or the Trustee has received a Rating Agency Confirmation with respect to such successor or
surviving Person.


 


Section 6.3.        Limitation on Liability of the Depositor, the Servicer, the Special Servicer, the Operating Advisor and Others.
(a)  Neither the Depositor, the Servicer, the Special Servicer, the Operating Advisor nor any of their respective directors,
officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust or the Certificateholders
and the Companion Loan Holders for any action taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, actions taken or not taken at the direction of Certificateholders, the Companion Loan Holders in accordance with
this Agreement or the Co-Lender Agreement, or for errors in judgment; provided, however, that this provision shall
not protect the Depositor, the Servicer, the Special Servicer, the Operating Advisor or any such other person against any breach
of warranties or representations made herein or any liability which would otherwise be imposed by reason of willful misconduct,
bad faith or negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder.
The Depositor, the Servicer, the Special Servicer, the Operating Advisor and any of their respective directors, officers, employees,
members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed
and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer, the Operating
Advisor and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling
persons” within the meaning of the Securities Act (“Controlling Persons”), shall be indemnified by the
Trust (in accordance with the procedures set forth in Section 3.4(c)) and held harmless against any loss, liability,
claim, demand or expense incurred in connection with any legal action or other claims, losses, penalties, fines, foreclosures,
judgments or liabilities relating to this Agreement, the Co-Lender Agreement, the Whole Loan, the Property, or the Certificates
(except as any such loss, liability or expense shall be otherwise reimbursable and reimbursed pursuant to this Agreement), other
than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence by it in the performance
of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder. None of the Depositor,
the Operating Advisor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any
legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in
any expense or


 






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liability;
provided, however, that the Depositor, the Operating Advisor, the Servicer or the Special Servicer may, in its discretion,
undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect
of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such
event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities
of the Trust Fund, and the Depositor, the Operating Advisor, the Servicer and the Special Servicer shall be entitled to be reimbursed
therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account.


 


(b)         
The Depositor shall not be obligated to monitor or supervise the performance of the Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator or the Trustee under this Agreement. The Depositor may, but shall not be obligated
to, enforce the obligations of the Servicer, the Special Servicer, the Certificate Administrator and the Trustee under this Agreement.


 


(c)          
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, attorney’s fees and expenses,
such costs, fees and expenses are intended to include costs, reasonable attorney’s fees and expenses relating to the enforcement
of such indemnity.


 


Section 6.4.        Termination of the Special Servicer. (a)  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 Section 6.4(b),
at any time prior to the occurrence and continuance of any Control Termination Event the Controlling Class Representative shall
be entitled to terminate the rights (subject to Section 6.3 of this Agreement) and obligations of the Special Servicer
under this Agreement, with or without cause, upon ten (10) Business Days’ notice to the Special Servicer, the Servicer,
the Certificate Administrator and the Trustee. Upon a termination (pursuant to the prior sentence) or a resignation of the Special
Servicer, the Controlling Class Representative shall appoint a successor Special Servicer; provided, however, that (i)
such successor will meet the requirements set forth in Section 7.2 of this Agreement and (ii) the Controlling Class
Representative shall (at no expense to the Trust) obtain and deliver to the Certificate Administrator and the Trustee a Rating
Agency Confirmation with respect to such proposed successor acting as a Special Servicer.


 


Following
the occurrence and during the continuance of a Control Termination Event, upon (i) the written direction of Holders of Certificates
evidencing not less than 25% of the Voting Rights of the Certificates requesting a vote to terminate and replace the Special Servicer
with a proposed successor Special Servicer (which must be a Qualified Replacement Special Servicer), (ii) payment by such Holders
to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection
with administering such vote and (iii) delivery by such Holders to the Certificate Administrator and the Trustee of a Rating Agency
Confirmation with respect to the termination of the existing Special Servicer and the replacement thereof with the proposed successor
(with the reasonable fees and out-of-pocket costs and expenses associated with obtaining such Rating Agency


 






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Confirmation
to be an expense of such Holders), the Certificate Administrator shall promptly provide written notice thereof to all Certificateholders
by posting such notice on its internet website and by mailing at their addresses appearing in the Certificate Register. Upon the
written direction of (a) Holders of Certificates evidencing at least 75% of the Voting Rights of the Certificates that vote so
long as they constitute a Certificateholder Quorum of the Certificates or (b) Holders of those Classes of Sequential Pay Certificates
evidencing more than 50% of the Voting Rights of each Class of Sequential Pay Certificates, the Trustee shall terminate all of
the rights (subject to Section 6.3 of this Agreement) and obligations of the Special Servicer under this Agreement,
and the proposed successor Special Servicer (if such successor is a Qualified Replacement Special Servicer) shall succeed to the
duties of the Special Servicer all as if a removal and replacement were occurring pursuant to Section 7.1 and Section 7.2
of this Agreement; provided that if such written direction is not provided within 180 days of the initial request for
a vote to terminate and replace the Special Servicer, then such written direction shall have no force and effect. The provisions
set forth in the foregoing sentences of this Section 6.4(a) shall be binding upon and inure to the benefit of solely
the Certificateholders and the Trustee as between each other. The Special Servicer shall not have any cause of action based upon
or arising from any breach or alleged breach of such provisions. As between the Special Servicer, on the one hand, and the Certificateholders,
on the other, the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the
termination of the Special Servicer.


 


The
Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder and Beneficial
Owner that are Privileged Persons may access notices on the Certificate Administrator’s Website and each Certificateholder
and Beneficial Owner that are Privileged Persons may register to receive email notifications when such notices are posted on the
Certificate Administrator’s Website; provided that the Certificate Administrator shall be entitled to reimbursement
from the requesting Certificateholders for the reasonable expenses of posting such notices.


 


(b)          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 Accepted Servicing Practices,
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 report in the form of Exhibit U 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 recommendation
(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 Sequential Pay Certificates evidencing at least a majority of a quorum of Certificateholders (which, for this purpose, is the
Holders of Certificates


 






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that
(A) 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 Sequential Pay Certificates on an aggregate basis, and (B) consist of at least
three Certificateholders or Certificate Owners that are not Risk Retention Affiliates) 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 by the Certificate Administrator following satisfaction of the foregoing clause (i), the
Trustee shall (1) terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint such successor
Special Servicer and (2) promptly notify such outgoing Special Servicer of the effective date of such termination. The reasonable
out of pocket costs and expenses of the Operating Advisor and the Certificate Administrator (including reasonable legal fees and
expenses of outside counsel) 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 6.4(b), the Controlling Class Representative may not subsequently reappoint such terminated Special Servicer
or any Risk Retention Affiliate thereof.


 


(c)          The appointment of any such successor Special Servicer shall not relieve the Servicer or the Trustee of their respective
obligations to make Advances as set forth herein; provided, however, that none of the Trustee, the Servicer (solely in
its capacity as Servicer), or the initial Special Servicer specified in Section 3.10(a) of this Agreement shall be
liable for any actions or any inaction of such successor Special Servicer. Any termination fee payable to the terminated Special
Servicer and any costs incurred by the Trust or the terminated Special Servicer in connection with the replacement of a Special
Servicer shall be paid by the Controlling Class Representative or Certificateholders so terminating the Special Servicer and shall
not in any event be an expense of the Trust Fund.


 


(d)          No termination of the Special Servicer and appointment of a successor Special Servicer shall be effective until (i) the
successor Special Servicer shall have executed and delivered to the Trustee and the Certificate Administrator an agreement which
contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be
performed or observed by the Special Servicer under this Agreement from and after the date of such agreement and (ii) subject
to Section 10.17 of this Agreement, each Rating Agency has delivered to the Trustee and the Certificate Administrator
a Rating Agency Confirmation with respect to such termination and appointment of a successor.


 


(e)          Any successor Special Servicer shall be deemed to make the representations and warranties provided for in Section 2.5
of this Agreement mutatis mutandis as of the date of its succession.


 






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(f)           In the event that the Special Servicer is terminated pursuant to this Section 6.4, the Trustee shall, by notice
in writing to the Special Servicer, terminate all of its rights and obligations under this Agreement and in and to the Whole Loan
and the proceeds thereof, other than any rights the Special Servicer may have hereunder as a Certificateholder and any rights
or obligations that accrued prior to the date of such termination (including without limitation the right to receive all amounts
accrued or owing to it under this Agreement, plus interest at the Advance Rate on such amounts until received to the extent such
amounts bear interest as provided in this Agreement, with respect to periods prior to the date of such termination and the right
to the benefits of Section 6.3 of this Agreement and the right to receive ongoing Workout Fees or Liquidation Fee
in accordance with the terms hereof and any indemnification that the Special Servicer is entitled to pursuant to the terms hereof).


 


(g)         
For the avoidance of doubt in no event shall LNR Partners, LLC, Torchlight Loan Services, LLC, or any of their respective
Affiliates be appointed as Special Servicer under this Agreement.


 


Section 6.5.        The Controlling Class Representative.


 


(a)          For so long as no Control Termination Event has occurred and is continuing, the Controlling Class Representative shall
be entitled to (1) if a Special Servicing Loan Event occurs, advise the Special Servicer and (2) if a Special Servicing Loan Event
has not occurred, advise the Special Servicer as to all matters for which the Servicer must obtain the consent or deemed consent
of the Special Servicer for a Major Decision. In addition, notwithstanding anything herein to the contrary, except as set forth
in, and in any event subject to Section 6.5(b) and the second and third paragraphs of this Section 6.5(a),
both (a) the Servicer shall not be permitted to take any of the actions constituting a Major Decision unless it has obtained the
consent of the Special Servicer, who shall have 10 Business Days (or 60 days with respect to the determination of an Acceptable
Insurance Default) after the Special Servicer’s receipt of the Servicer’s written recommendation and analysis to analyze
and make a recommendation regarding such Major Decision (provided that if the Special Servicer does not consent, or notify
the Servicer that it will not consent, to such Major Decision within the required 10 Business Days or 60 days, as applicable,
the Special Servicer shall be deemed to have consented to such Major Decision) and (b) for so long as no Control Termination Event
has occurred and is continuing, the Special Servicer shall not be permitted to consent to the Servicer’s taking any of the actions
constituting a Major Decision nor will the Special Servicer itself be permitted to take any of the actions constituting a Major
Decision if, in either case, the Controlling Class Representative has objected to the action in writing within ten (10) Business
Days after receipt of a written report by the Special Servicer describing in reasonable detail (i) the background and circumstances
requiring action of the Special Servicer, and (ii) the proposed course of action recommended (the “Major Decision Reporting
Package”), which the Special Servicer shall be required to deliver to the Controlling Class Representative within five
Business Days of the Special Servicer’s receipt of the recommendation and analysis from the Servicer; provided that
if such written objection has not been received by the Special Servicer within such ten (10) Business Day period, then the Controlling
Class Representative will be deemed to have approved such action; provided further, that, in the event that the Special
Servicer or Servicer (in the event the Servicer is otherwise authorized by this Agreement to take such action), as applicable,
determines that immediate action, with respect to a Major Decision, or any other


 






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matter
requiring consent of the Controlling Class Representative prior to the occurrence and continuance of a Control Termination Event
in this Agreement, is necessary to protect the interests of the Certificateholders, the Special Servicer or Servicer, as applicable,
may take any such action without waiting for the Controlling Class Representative’s (or, if applicable, the Special Servicer’s)
response. The Special Servicer is not required to obtain the consent of the Controlling Class Representative for any Major Decision
following the occurrence and during the continuance of a Control Termination Event.


 


In
addition, for so long as no Control Termination Event has occurred and is continuing, the Controlling Class Representative may
direct the Special Servicer to take, or to refrain from taking, such other actions with respect to the Whole Loan as the Controlling
Class Representative may reasonably deem advisable or as to which provision is otherwise made herein. Notwithstanding anything
herein to the contrary, no such direction, and no objection contemplated by the preceding paragraph or this paragraph, may require
or cause the Servicer or the Special Servicer to violate any provision of the Mortgage Loan Documents, applicable law or this
Agreement, including without limitation each of the Servicer’s and the Special Servicer’s obligation to act in accordance
with Accepted Servicing Practices, or expose the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Trust Fund or the Trustee to liability, or materially expand the scope of the Servicer’s or the Special Servicer’s responsibilities
hereunder or cause the Servicer or the Special Servicer to act, or fail to act, in a manner which in the reasonable judgment of
the Servicer or the Special Servicer is not in the best interests of the Certificateholders.


 


With
respect to any action requiring the consent of the Controlling Class Representative under this Agreement, such consent shall be
deemed given if the Controlling Class Representative does not object within 10 Business Days. In the event the Special Servicer
or Servicer, as applicable, determines that a refusal to consent by the Controlling Class Representative or any advice from the
Controlling Class Representative would otherwise cause the Special Servicer or Servicer, as applicable, to violate the terms of
the Mortgage Loan Documents, applicable law, the provisions of the Code resulting in an Adverse REMIC Event or this Agreement,
including without limitation, Accepted Servicing Practices, the Special Servicer or Servicer, as applicable, shall disregard such
refusal to consent or advise and notify the Controlling Class Representative, the Trustee and, subject to Section 10.17
of this Agreement, the Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor.
The taking of, or refraining from taking, any action by the Servicer or Special Servicer in accordance with the direction of or
approval of the Controlling Class Representative that does not violate any law or Accepted Servicing Practices or any other provisions
of this Agreement, will not result in any liability on the part of the Servicer or the Special Servicer.


 


The
Controlling Class Representative shall have no liability to the Trust Fund or the Certificateholders for any action taken, or
for refraining from the taking of any action, pursuant to this Agreement, or for errors in judgment; provided, however,
that the Controlling Class Representative will not be protected against any liability to any Controlling Class Certificateholders
that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or
by reason of negligent disregard of obligations or duties.


 






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By
its acceptance of a Certificate, each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that:
(i) the Controlling Class Representative may have special relationships and interests that conflict with those of Holders of one
or more Classes of Certificates; (ii) the Controlling Class Representative may act solely in the interests of the Holders of the
Controlling Class; (iii) the Controlling Class Representative does not have any liability or duties to the Holders of any Class
of Certificates other than the Controlling Class; (iv) the Controlling Class Representative may take actions that favor interests
of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v)
the Controlling Class Representative shall have no liability whatsoever (other than to a Controlling Class Certificateholder)
for having so acted as set forth in clauses (i)-(iv) of this paragraph, and no Certificateholder may take any action whatsoever
against the Controlling Class Representative or any Affiliate, director, officer, employee, shareholder, member, partner, 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 any Control
Termination Event, the Controlling Class Representative shall have no right to consent to any action taken or not taken by any
party to this Agreement; (ii) after the occurrence and during the continuance of a Control Termination Event but prior to the
occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative shall remain entitled to
receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the Special Servicer shall
consult with the Controlling Class Representative in connection with any action to be taken or refrained from taking to the extent
set forth herein; and (iii) 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 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.


 


After
the occurrence and during the continuance of a Control Termination Event but, with respect to the Controlling Class Representative
only, prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Controlling Class
Representative in connection with any Major Decision (and any other actions which otherwise require consultation with the Controlling
Class Representative prior to a Consultation Termination Event hereunder) and consider alternative actions recommended by Controlling
Class Representative in respect thereof. In the event the Special Servicer receives no response from the Controlling Class Representative
within 10 Business Days following its written request for input on any required consultation, the Special Servicer shall not be
obligated to consult with the Controlling Class Representative on the specific matter; provided, however,
that the failure of the Controlling Class Representative to respond shall not relieve the Special Servicer from consulting with
the Controlling Class Representative on any future matters with respect to the Whole Loan.


 


The
Special Servicer shall provide each Major Decision Reporting Package to the Operating Advisor simultaneously upon providing such
Major Decision Reporting Package to the Controlling Class Representative. With respect to any particular Major Decision and related
Major Decision Reporting Package and any Asset Status Report, the Special Servicer shall make available (via telephone or electronic
mail) to the Operating Advisor a servicing officer with


 






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relevant
knowledge regarding the Whole Loan and such Major Decision, Major Decision Reporting Package 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, Major
Decision Reporting Package and/or Asset Status Report and potential conflicts of interest and compensation. The Special Servicer
shall send notice to the Operating Advisor notifying it of the Controlling Class Representative’s denial, approval or deemed
approval of such Major Decision Reporting Package within 10 days of such denial, approval, or deemed approval.


 


In
addition, after the occurrence and during the continuance of an Operating Advisor Consultation Event, the Special Servicer shall
consult with the Operating Advisor (remotely via electronic, telephonic or other mutually agreeable communication) in connection
with any proposed Major Decision for which the Special Servicer has delivered to the Operating Advisor a Major Decision Reporting
Package and consider alternative actions recommended by the Operating Advisor, in respect thereof, provided that such consultation
is on a non-binding basis. In the event that the Special Servicer receives no response from the Operating Advisor within ten (10)
Business Days following the later of (i) its written request for input on any required consultation (which such initial request
shall include a Major Decision Reporting Package) and (ii) delivery of all such additional information reasonably requested by
the Operating Advisor related to the subject matter of such consultation, the Special Servicer shall not be obligated to consult
with the Operating Advisor on the specific matter; provided, however, that the failure of the Operating Advisor
to respond on any specific matters shall not relieve the Special Servicer from its obligation to consult with the Operating Advisor
on any future matter with respect to the Whole Loan.


 


In
connection with the Controlling Class Representative’s right to consent or consult or the Operating Advisor’s right
to consult with respect to a Major Decision, as applicable, if the Special Servicer determines that action is necessary to protect
the Property or the interests of the Certificateholders from potential harm if such action is not taken, or if a failure to take
any such action at such time would be inconsistent with Accepted Servicing Practices, the Special Servicer may take actions with
respect to the Property before the expiration of the applicable period for the Operating Advisor or Controlling Class Representative
to respond as described in this section, if the Special Servicer reasonably determines in accordance with Accepted Servicing Practices
that failure to take such actions before the expiration of such period would materially adversely affect the interest of the Certificateholders,
and the Special Servicer has made a reasonable effort to contact the Operating Advisor or the Controlling Class Representative,
as applicable.


 


After
the occurrence and during the continuance of a Consultation Termination Event, the Controlling Class Representative shall have
no consultation or consent rights hereunder and shall have no right to receive any notices, reports or information (other than
notices, reports or information required to be delivered to all Certificateholders) or any other rights as Controlling Class Representative.
However, the Controlling Class Representative shall maintain the right to exercise its Voting Rights for the same purposes as
any other Certificateholder.


 


(c)          Each Certificateholder and Beneficial Owner of a Class HRR Certificate is hereby deemed to have agreed by virtue of its
purchase of such Certificate (or beneficial


 






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ownership
interest in such Certificate) to provide its name and address to the Certificate Registrar and to notify the Certificate Registrar
of the transfer of any Class HRR Certificate (or the beneficial ownership of any Class HRR Certificate), the selection of a Controlling
Class Representative or the resignation or removal thereof. Any such Certificateholder (or Beneficial Owner) or its designee at
any time appointed Controlling Class Representative is hereby deemed to have agreed by virtue of its purchase of a Class HRR Certificate
(or the beneficial ownership interest in a Class HRR Certificate) to notify the Certificate Registrar when such Certificateholder
(or Beneficial Owner) or designee is appointed Controlling Class Representative and when it is removed or resigns. Upon receipt
of such notice, the Certificate Registrar shall notify the Special Servicer, the Servicer, the Operating Advisor and the Trustee
of the identity of the Controlling Class Representative, any resignation or removal thereof and/or any new Holder or Beneficial
Owner of a Class HRR Certificate. In addition, upon the request of the Servicer, the Special Servicer, the Operating Advisor or
the Trustee, as applicable, the Certificate Registrar shall provide (on a reasonably prompt basis) the identity of the then-current
Controlling Class and a list of the Certificateholders (or Beneficial Owners, if applicable, at the expense of the Trust if such
expense arises in connection with an event as to which the Controlling Class Representative or the Controlling Class has consent
or consultation rights pursuant to this Agreement, or otherwise at the expense of the requesting party and each of the Servicer,
the Special Servicer, the Operating Advisor and the Trustee shall be entitled to rely on such information so provided by the Certificate
Administrator. The initial Controlling Class Representative, and any subsequent Controlling Class Representative, is hereby deemed
to have agreed and acknowledged by virtue of its purchase of a Class HRR Certificate (or beneficial ownership interest in such
Certificate) that its identity shall be reported monthly by the Certificate Administrator in the Distribution Date Statement.
In the event that no Controlling Class Representative has been appointed or identified to the Servicer or the Special Servicer,
as applicable, and the Servicer or the Special Servicer, as applicable, has attempted to obtain such information from the Certificate
Administrator and no such entity has been identified to the Servicer or the Special Servicer, as applicable, then until such time
as the new Controlling Class Representative is identified, the Servicer or the Special Servicer, as applicable, will have no duty
to consult with, provide notice to, or seek the approval or consent of any such Controlling Class Representative as the case may
be.


 


The
Certificate Administrator, the Servicer, the Operating Advisor and the Special Servicer will not be charged with knowledge of
any Control Termination Event or Consultation Termination Event, in each case, resulting from an affiliation of the Controlling
Class Representative or a majority of the Controlling Class Certificateholders (by Certificate Balance) with a Borrower Related
Party, unless and until it shall have received notice of such occurrence from the Controlling Class Representative or a majority
of the Controlling Class Certificateholders (by Certificate Balance) substantially in the form of Exhibit P upon which
each party may conclusively rely.


 


If
at any time that Core Credit Partners A LLC or any successor Controlling Class Representative or Controlling Class Certificateholder(s)
is no longer the Holder (or Beneficial Owner) of at least a majority of the Controlling Class by Certificate Balance and the Certificate
Registrar has neither (i) received written notice of the then current Controlling Class Certificateholders of at least a majority
of the Controlling Class by Certificate Balance nor (ii) received written notice of a replacement Controlling Class Representative
pursuant to this


 






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Agreement,
then a Control Termination Event and a Consultation Termination Event shall be deemed to have occurred and shall be deemed to
continue until such time as the Certificate Administrator receives either such notice.


 


Upon
receipt of notice of a change in Controlling Class Representative, the Certificate Administrator shall promptly forward notice
thereof to each other party to this Agreement.


 


(d)         
Until it receives notice to the contrary, each of the Servicer, the Special Servicer, the Operating Advisor, the Depositor
and the Trustee and the Certificate Administrator shall be entitled to rely on the most recent notification with respect to the
identity of the Certificateholders of the Controlling Class and the Controlling Class Representative.


 


Section 6.6.        Servicer and Special Servicer Not to Resign. (a)  Each of the Servicer and Special Servicer may resign
and assign its respective rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided
that:


 


(i)          
the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank
or mortgage servicing institution having a net worth of not less than $25,000,000, organized and doing business under the laws
of the United States or of any state of the United States or the District of Columbia, authorized under such laws to perform the
duties of the Servicer or Special Servicer, as the case may be, (B) shall execute and deliver to the Trustee an agreement
in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the performance and
observance of each covenant and condition to be performed or observed by the Servicer or Special Servicer, as the case may be,
under this Agreement from and after the date of such agreement; provided, however that to the extent such agreement
modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the Servicer or Special
Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such approval not to be unreasonably
withheld, and (C) shall make such representations and warranties of the Servicer or Special Servicer, as the case may be,
as provided in Section 2.4 and Section 2.5;


 


(ii)          Rating Agency Confirmation has been received;


 


(iii)         the
Servicer or Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior
to the effective date of such assignment and delegation under this Section 6.6(a);


 


(iv)         the rate at which the Servicing Fee or Special Servicing Fee, as applicable (or any component thereof) is calculated shall
not exceed the rate then in effect; and


 


(v)          the Servicer or Special Servicer, as the case may be, shall reimburse the Trustee, the Certificate Administrator, the Trust,
and the Rating Agencies for all reasonable out-of-pocket costs and expenses of such assignment, sale or transfer, except


 






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to
the extent the Third Party Purchaser is required to pay such expenses pursuant to Section 2.11.


 


Any
attempted resignation and assignment shall be void, unless such resignation and assignment satisfies the conditions set forth
above. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer
or Special Servicer, as the case may be, hereunder.


 


(b)         
Other than as set forth in Sections 2.11, 6.2 and 6.6(a), none of the Servicer and the Special
Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its
duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer,
as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor. No resignation by
the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until a successor Servicer or
Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer,
as applicable, under this Agreement in accordance with Section 7.2. Notwithstanding the previous sentence, each of
the Servicer or Special Servicer may assign its duties and obligations under this Agreement under certain limited circumstances
as described herein.


 


(c)          
In the event the Special Servicer obtains knowledge that it has become a Borrower Related Party, the Special Servicer shall
provide notice to each of the other parties to this Agreement of such event and resign as Special Servicer and use reasonable
efforts to replace itself with a special servicer that is a Qualified Replacement Special Servicer, subject to the satisfaction
of the conditions set forth in the proviso to Section 6.4(a) and the agreement of a proposed successor to accept the
same or lower compensation; provided that if no such appointment is made within thirty (30) days of the Special Servicer
becoming a Borrower Related Party, such failure shall be deemed a Special Servicer Termination Event and the Trustee shall promptly
deliver written notice to the Special Servicer of the Special Servicer’s failure to perform the foregoing obligation. Prior
to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative will be entitled to appoint
(and replace with or without cause) a successor special servicer that is a Qualified Replacement Special Servicer and not a Borrower
Related Party in accordance with the terms herein, unless the Controlling Class Representative is a Borrower Related Party. At
any time after the occurrence and during the continuance of a Control Termination Event, the resigning Special Servicer will be
required to use reasonable efforts to appoint a successor special servicer that is a Qualified Replacement Special Servicer and
not a Borrower Related Party in accordance with the terms herein and shall, at the expense of the Trust, petition any court of
competent jurisdiction for the appointment of a successor special servicer if one is not appointed within 60 days


 


(d)         
Except as provided in Section 2.11 and Section 6.4(c) to the contrary, the resigning Servicer or Special
Servicer, as applicable, 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 any resignation of such Servicer or Special Servicer.


 






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Section 6.7.        Indemnification by the Servicer, the Special Servicer, the Operating Advisor and the Depositor. Each of the Servicer,
the Special Servicer, the Operating Advisor and the Depositor, severally and not jointly, shall indemnify and hold harmless the
Trust, the Companion Loan Holders and each other party to this Agreement from and against any claims, losses, damages, penalties,
fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses incurred by the
Trust, the Certificate Administrator, the Trustee or such other party that arise out of or are based upon (i) a breach by
the Servicer, the Special Servicer, the Operating Advisor or the Depositor, as the case may be, of its representations and warranties
under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Servicer, the Special Servicer,
the Operating Advisor or the Depositor, as the case may be, in the performance of such obligations or its negligent disregard
of its obligations and duties under this Agreement.


 


Article
7



SERVICER TERMINATION EVENTS; SPECIAL

SERVICER TERMINATION EVENTS;

TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE


 


Section 7.1.         
Servicer Termination Events; Special Servicer Termination Events. (a)  “Servicer Termination
Event,” or “Special Servicer Termination Event” wherever used herein with respect to the Servicer
or the Special Servicer, as the case may be, 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 Servicer or Special Servicer, as applicable, to remit any payment required to be made or remitted by
it (other than Advances described under clause (ii) below) when required to be remitted under the terms of this Agreement,
which failure is not cured by 11:00 a.m., New York time, on the first Business Day following the date on which such remittance
was required to be made;


 


(ii)          any
failure of the Servicer (a) to make any Monthly Payment Advance required to be made pursuant to this Agreement on or prior
to the applicable Remittance Date that is not cured by 11:00 a.m., New York time, on the related Distribution Date, (b) to
make any Administrative Advance required to be made pursuant to this Agreement on or prior to the applicable Remittance Date that
is not cured by 11:00 a.m., New York time, on the related Distribution Date, or (c) to make any Property Protection Advance
required to be made pursuant to this Agreement when the same is due and such failure continues unremedied for 10 Business Days
(or such shorter period (not less than one Business Day) as would prevent a lapse in insurance or a delinquent payment of real
estate taxes or ground rents) following the date on which the Servicer receives notice thereof or should have had notice thereof
if it had been acting in accordance with the Accepted Servicing Practices;


 


(iii)         any failure by the Servicer or the Special Servicer, as applicable, to observe or perform in any material respect any other
of its covenants or agreements or the


 






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material
breach of its representations or warranties under this Agreement, which failure or breach shall continue unremedied for a period
of 30 days after the date on which written notice of such failure or breach is given to the Servicer or Special Servicer,
as applicable, by the Trustee or to the Servicer or Special Servicer, as applicable, and the Trustee by the Holders of Certificates
having greater than 25% of the aggregate Voting Rights of all then outstanding Certificates; provided, however,
that with respect to any such failure or breach that is not curable within such 30-day period, the Servicer or the Special Servicer,
as applicable, will have an additional cure period of 30 days to effect such cure so long as the Servicer or the Special
Servicer, as appropriate, has commenced to cure such failure within the initial 30-day period and has provided the Trustee with
an officer’s certificate certifying that it has diligently pursued, and is continuing to diligently pursue, such cure;


 


(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 Servicer or the Special Servicer, as applicable,
and such decree or order has remained in force undischarged or unstayed for a period of sixty (60) days; provided, however,
that, with respect to any such decree or order that cannot be discharged, dismissed or stayed within such sixty (60) day period,
the Servicer or the Special Servicer, as appropriate, will have an additional period of thirty (30) days to effect such discharge,
dismissal or stay so long as it has commenced proceedings to have such decree or order dismissed, discharged or stayed within
the initial sixty (60) day period and has diligently pursued, and is continuing to pursue, such discharge, dismissal or stay;


 


(v)          the Servicer or the Special Servicer, as applicable, shall consent to the appointment of a conservator or receiver or liquidator
or liquidation committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation,
or similar proceedings of or relating to the Servicer or the Special Servicer or of or relating to all or substantially all of
its property;


 


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


 


(vii)        the Servicer or the Special Servicer is no longer listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage
Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, in connection therewith and the Servicer or the
Special Servicer is not reinstated to such status on such list within 60 days;


 


(viii)       (a) the Servicer or the Special Servicer, as applicable, has failed to maintain a ranking by Morningstar equal to or higher
than “MOR CS3” as a master servicer or a special servicer, as applicable, and such ranking is not reinstated within
60


 






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days
of such event (if the Servicer or the Special Servicer, as applicable, has or had a Morningstar ranking on or after the Closing
Date) or (b) if the Servicer or the Special Servicer, as applicable, has not been ranked by Morningstar on or after the Closing
Date, and Morningstar has qualified, downgraded or withdrawn the then-current ratings or ratings of one or more Classes of Certificates
or placed one or more Classes of Certificates on “watch status” in contemplation of a rating downgrade or withdrawal,
publicly citing servicing concerns with the 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 Morningstar within 60 days of such event);


 


(ix)          a Companion Loan Rating Agency has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes
of Companion Loan Securities, or (B) placed one or more classes of 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 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); and


 


(x)           so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Servicer or
Special Servicer, as applicable, or any primary servicer, Sub-Servicer or Servicing Function Participant (such entity, the “Sub-Servicing
Entity”) retained by the Servicer or Special Servicer, shall fail to deliver the items required to be delivered by this
Agreement to enable such Other Securitization Trust to comply with its reporting obligations under the Exchange Act within the
time frame set forth for delivery in Article 12 (including any applicable grace periods) (any Sub-Servicing Entity that
defaults in accordance with this Section 7.1(a)(x) shall be terminated at the direction of the Depositor).


 


(b)         
Upon the occurrence of any Servicer Termination Event or Special Servicer Termination Event, unless such Servicer Termination
Event or Special Servicer Termination Event has been cured or waived, the Trustee shall (i) provide written notice to the
Depositor and the Certificate Administrator and the Certificate Administrator shall post notice of the same upon its receipt thereof
on the Certificate Administrator’s Website and shall provide notice to the Companion Loan Holders; (ii) provide written
notice to the Rating Agencies, subject to Section 10.16; and (iii) provide notice thereof to all Certificateholders
by mail to the addresses set forth on the Certificate Register. For avoidance of doubt, (i) the occurrence of a Servicer
Termination Event with respect to the Servicer shall not cause there to have occurred a Special Servicer Termination Event with
respect to the Special Servicer unless the relevant event also constitutes a Special Servicer Termination Event and (ii) the
occurrence of a Special Servicer Termination Event with respect to the Special Servicer shall not cause there to have occurred
a Servicer Termination Event with respect to the Servicer unless the relevant event also constitutes a Servicer Termination Event.


 


(c)          
If a Servicer Termination Event or Special Servicer Termination Event shall occur then, and in each and every such case,
so long as such Servicer Termination Event


 






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or
Special Servicer Termination Event shall not have been remedied, either (i) the Trustee may, or (ii) upon the written
direction of Holders of Certificates having at least 25% of the Voting Rights (taking into account the application of the Appraisal
Reduction Amount to notionally reduce the Certificate Balances of the Certificates) of the Certificates or the direction of the
Depositor (in the case of a Servicer Termination Event or Special Servicer Termination Event pursuant to clause (x) thereof),
the Trustee shall terminate all of the rights and obligations of the Servicer or the Special Servicer, as applicable, under this
Agreement, other than rights and obligations accrued prior to such termination, and in and to the Whole Loan and the proceeds
thereof by notice in writing to the Servicer or the Special Servicer, as applicable. Upon any termination of the Servicer or the
Special Servicer, as applicable, and appointment of a successor to the Servicer or the Special Servicer, as applicable, the Trustee
shall promptly notify the Certificate Administrator and the Certificate Administrator shall post to the Certificate Administrator’s
Website such written notice thereof to the Depositor and the Certificateholders and, comply with giving notice to the Rating Agencies
pursuant to Section 10.17. Notwithstanding the foregoing, (a) if a Special Servicer Termination Event on the part
of the Special Servicer affects a Companion Loan, any holder thereof or the rating on a class of Companion Loan securities, then
the related affected Companion Loan Holder will be able to require termination of the Special Servicer and (b) if any Servicer
Termination Event on the part of the Servicer affects a Companion Loan, the related Companion Loan Holder or the rating on a class
of the related Companion Loan securities, and if the Servicer is not otherwise terminated, then the Servicer may not be terminated
by or at the direction of the related Companion Loan Holder, but upon the written direction of the related Companion Loan Holder,
the Servicer shall be required to appoint a sub-servicer that will be responsible for servicing the related Whole Loan.


 


(d)         
In the event that the Servicer or Special Servicer is terminated pursuant to this Section 7.1, the Trustee
(the “Terminating Party”) shall, by notice in writing to the Servicer or Special Servicer, as the case may
be (the “Terminated Party”) (with a copy to the Mortgage Loan Borrower), terminate all of its rights and obligations
under this Agreement and in and to the Whole Loan and the proceeds thereof, other than any rights the Terminated Party may have
hereunder as a Certificateholder, to the Excess Servicing Fee Right and any rights or obligations that accrued prior to the date
of such termination (including the right to receive all amounts accrued or owing to it under this Agreement with respect to periods
prior to the date of such termination and the right to the benefits of Section 6.3 notwithstanding any such termination).
On or after the receipt by the Terminated Party of such written notice, subject to the foregoing, all of its authority and power
under this Agreement, whether with respect to the Certificates (except that the Terminated Party shall retain its rights as a
Certificateholder in the event and to the extent that it is a Certificateholder) or the Trust Loan or otherwise, shall pass to
and be vested in the Terminating Party pursuant to and under this Section 7.1 and, without limitation, the Terminating
Party is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Terminated Party, as attorney-in-fact
or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate
to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Trust
Loan and related documents, or otherwise. The Servicer and the Special Servicer, as applicable, each agrees that, in the event
it is terminated pursuant to this Section 7.1, or resigns under Section 6.6(b), to promptly (and in any
event no later than ten Business Days subsequent to such notice) provide, at its


 






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own
expense, the Terminating Party (which term shall include for the purposes of the remainder of this Section 7.1(d),
the Trustee (or a successor Servicer or Special Servicer) in connection with a resignation of the Servicer or the Special Servicer
under Section 6.6(b)) with all documents and records requested by the Terminating Party to enable the Terminating
Party to assume its functions hereunder, and to cooperate with the Terminating Party and the successor to its responsibilities
hereunder in effecting the termination of its responsibilities and rights hereunder, including, without limitation, the transfer
to the successor Servicer or Special Servicer, as applicable, or the Terminating Party, as applicable, for administration by it
of all cash amounts which shall at the time be or should have been credited by the Terminated Party (which term shall include,
for the purposes of the remainder of this Section 7.1(d), the resigning party in connection with a resignation of
the Servicer or the Special Servicer under Section 6.6(b)) to the Collection Account, any Foreclosed Property Account
or shall thereafter be received with respect to the Whole Loan, and shall promptly provide the Terminating Party or such successor
Servicer or Special Servicer, as applicable (which may include the Trustee), all documents and records reasonably requested by
it, such documents and records to be provided in such form as the Terminating Party or such successor Servicer or the Special
Servicer, as applicable, shall reasonably request (including electromagnetic form), to enable it to assume the function of the
Servicer or Special Servicer, as applicable, hereunder. All reasonable costs and expenses of the Terminating Party or the successor
Servicer or Special Servicer, as applicable, incurred in connection with transferring the Mortgage File to the Terminating Party
or to the successor Servicer or Special Servicer, as applicable, and amending this Agreement to reflect such succession pursuant
to this Section 7.1 shall be paid by the Terminated Party upon presentation of reasonable documentation of such costs
and expenses. If the Terminated Party has not reimbursed the Terminating Party or such successor Servicer or Special Servicer,
as applicable, for such expenses within 90 days after the presentation of reasonable documentation, such expense shall be
reimbursed by the Trust pursuant to Section 3.4(c); provided that the Terminated Party shall not thereby be
relieved of its liability for such expenses. Notwithstanding the foregoing, in the event the Special Servicer is terminated without
cause pursuant to Section 6.4, all costs and expenses incurred or payable by the terminated Special Servicer under
this Section 7.1 shall be paid by the Trust Fund.


 


(e)          Notwithstanding
anything herein to the contrary, the Depositor shall have the right, but not the obligation, to notify the Trustee of any Servicer
Termination Event or Special Servicer Termination Event of which the Depositor becomes aware. In no event shall the Trustee be
deemed to have knowledge of or be aware of any Servicer Termination Event or Special Servicer Termination Event until a Responsible
Officer of the Trustee has received written notice thereof or has actual knowledge thereof.


 


Section 7.2.        Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer or Special Servicer, as the case
may be, receives a notice of termination pursuant to Section 7.1, or resigns pursuant to Section 6.4(b),
the Terminating Party (which term shall include, for the purposes of the remainder of this Section 7.2, the Trustee
(or a successor Servicer or Special Servicer including a successor appointed under Section 6.4(a)) in connection with
a resignation of the Servicer or the Special Servicer under Section 6.6(b)) shall, unless prohibited by law, be the
successor to the Terminated Party (which term shall include, for the purposes of the remainder of this Section 7.2,
the resigning party in connection with a resignation of the Servicer of the Special Servicer under Section 6.6(b))
in all respects under this


 






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Agreement
and the transactions set forth or provided for herein and, except as provided herein, shall be subject to all the responsibilities,
duties, limitations on liability and liabilities relating thereto and arising thereafter placed on the Terminated Party by the
terms and provisions hereof; provided, however, that (i) neither the Trustee nor the Terminating Party (or
any successor Servicer or Special Servicer, as the case may be) shall have responsibilities, duties, liabilities or obligations
with respect to any act or omission of the Terminated Party and (ii) any failure to perform, or delay in performing, such
duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks,
information or monies or failure to cooperate as required by this Agreement shall not be considered a default by the Terminating
Party or such successor hereunder. The Trustee, as successor Servicer, and any other successor Servicer or Special Servicer, as
the case may be, shall be indemnified to the full extent provided to the Trustee under this Agreement. The appointment of a successor
Servicer or Special Servicer, as the case may be, shall not affect any liability of the Terminated Party that may have arisen
prior to its termination as such. The Terminating Party shall not be liable for any of the representations and warranties of the
Terminated Party herein or in any related document or agreement, for any acts or omissions of the Terminated Party or for any
losses incurred in respect of any Permitted Investment by the Terminated Party nor shall the Terminating Party or any successor
Servicer or Special Servicer be required to purchase the Whole Loan hereunder. As compensation therefor, the Terminating Party
as successor Servicer or Special Servicer, as the case may be, shall be entitled to all compensation with respect to the Whole
Loan to which the Terminated Party would have been entitled that accrues after the date of the Terminating Party’s succession
to which the Terminated Party would have been entitled if it had continued to act hereunder and, in the case of a successor Special
Servicer, the Special Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall,
if it is unable to so act, or if the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all then
outstanding Certificates so request in writing to the Trustee, or the Trustee is not approved by the Rating Agencies as a Servicer
or Special Servicer, as the case may be, as evidenced by a Rating Agency Confirmation, or if the Rating Agencies do not provide
written confirmation that the succession of the Trustee as Servicer or Special Servicer, as the case may be, will not cause a
downgrade, qualification or withdrawal of the then current ratings of the Certificates, promptly appoint, or petition a court
of competent jurisdiction to appoint, any established loan servicing institution reasonably satisfactory to the Trustee the appointment
for which a Rating Agency Confirmation is obtained, as the successor to the Servicer or Special Servicer, as applicable, hereunder
in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer or Special Servicer, as applicable,
hereunder; provided that for so long as no Control Termination Event has occurred or is continuing the Controlling Class
Representative shall have the right to approve any such successor Special Servicer. No appointment of a successor to a Terminated
Party hereunder shall be effective until the assumption by such successor of all the Terminated Party’s responsibilities,
duties and liabilities hereunder. Pending appointment of a successor to a Terminated Party hereunder, unless the Trustee shall
be prohibited by law from so acting, the Trustee shall act in the applicable capacity as herein above provided. In connection
with such appointment and assumption described herein, the Trustee may make such arrangements for the compensation of such successor
out of payments on the Whole Loan as it and such successor shall agree; provided, however, that no such compensation
shall be in excess of that permitted to the Terminated Party hereunder, except that if no successor to the Terminated Party can
be obtained to perform the obligations of such


 






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Terminated Party hereunder, additional amounts shall be paid to such successor
and such amounts in excess of that permitted to the Terminated Party shall be paid pursuant to Section 3.4(c); provided,
further; that, for so long as no Consultation Termination Event has occurred and is continuing, the Trustee shall consult
with the Controlling Class Representative (on a non-binding basis) prior to the appointment of a successor to the Terminated Party
at such amounts in excess of that permitted the Terminated Party. The Depositor, the Certificate Administrator, the Trustee, the
Servicer (as applicable), the Special Servicer (as applicable) and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession.


 


(b)         
Notwithstanding Section 7.1(c), Section 7.1(d) or Section 7.2(a), if a Servicer receives
a notice of termination solely due to a Servicer Termination Event under Sections 7.1(a)(vii) or (viii) and the
terminated Servicer provides the Trustee with the appropriate “request for proposal” materials within five (5) Business
Days after such termination, then such Servicer shall continue to serve as Servicer, and the Trustee shall promptly thereafter
(using such “request for proposal” materials provided by the terminated Servicer) solicit good faith bids for the
rights to master service the Whole Loan from at least three (3) Persons qualified to act as successor Servicer hereunder in accordance
with Section 7.2 for which the Trustee has received Rating Agency Confirmation (any such Person so qualified, a “Qualified
Bidder”) or, if three (3) Qualified Bidders cannot be located, then from as many Persons as are Qualified Bidders; provided,
however, that (i) the terminated Servicer shall supply the Trustee with the names of Persons who are Qualified Bidders
(subject to receipt of Rating Agency Confirmation) from whom to solicit such bids; and (ii) the Trustee shall not be responsible
if less than three (3) or no Qualified Bidders submit bids for the right to master service the Whole Loan under this Agreement.
The bid proposal shall require any Successful Bidder (as defined below), as a condition of such bid, to enter into this Agreement
as successor Servicer with respect to the Whole Loan, and to agree to be bound by the terms hereof, within forty-five (45) days
after the receipt by the terminated Servicer of a notice of termination. The Trustee shall solicit bids (i) on the basis
of such successor Servicer entering into a Sub-Servicing Agreement with the terminated Servicer to service the Whole Loan at a
sub-servicing fee rate per annum equal to 0.00125% (each, a “Servicing-Retained Bid”) and (ii) on
the basis of having no obligation to enter into a Sub-Servicing Agreement with the terminated Servicer (each, a “Servicing-Released
Bid”). The Trustee shall select the Qualified Bidder with the highest cash Servicing-Retained Bid (or, if none, the
highest cash Servicing Released Bid) (the “Successful Bidder”) to act as successor Servicer hereunder. The
Trustee shall request the Successful Bidder to enter into this Agreement as successor Servicer pursuant to the terms hereof (and,
if the successful bid was a Servicing-Retained Bid, to enter into a Sub-Servicing Agreement with the terminated Servicer as contemplated
above), no later than forty-five (45) days after the termination of the terminated Servicer. Upon the assignment and acceptance
of the servicing rights hereunder to and by the Successful Bidder, the Trustee shall remit or cause to be remitted to the terminated
Servicer the amount of such cash bid received from the Successful Bidder (net of reasonable “out of pocket” expenses
incurred by the Trustee in connection with obtaining such bid and transferring servicing).


 


(c)          If the Trustee or an Affiliate acts pursuant to this Section 7.2 as successor to the resigning or terminated
Servicer, it may reduce such terminated Servicer’s Excess Servicing Fee Rate to the extent that its or such Affiliate’s
compensation as successor


 






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Servicer
would otherwise be below market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or
terminated Servicer other than itself or an Affiliate pursuant to this Section 7.2, it may reduce such Servicer’s
Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint
a qualified successor servicer that meets the requirements of this Section 7.2 and Section 6.6.


 


Section 7.3.        Notification to Certificateholders, the Depositor and the Rating Agencies.


 


(a)           Upon
any termination of the Servicer or the Special Servicer, as the case may be, pursuant to Section 7.1 or appointment
of a successor to the Servicer or Special Servicer, as the case may be, the Certificate Administrator shall, as soon as practicable,
give written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register and to the
Depositor and, subject to Section 10.17, the Rating Agencies.


 


(b)         
Within 30 days after the occurrence of any Servicer Termination Event or Special Servicer Termination Event of which
a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall transmit by mail
to all Holders of Certificates and to the Depositor and, subject to Section 10.17, the Rating Agencies notice of such
Servicer Termination Event or Special Servicer Termination Event, as the case may be, unless such Servicer Termination Event or
Special Servicer Termination Event or shall have been cured or waived.


 


Section 7.4.        Other Remedies of Trustee. During the continuance of any Servicer Termination Event or Special Servicer Termination
Event, as the case may be, or so long as such Servicer Termination Event or Special Servicer Termination Event shall not have
been remedied, the Trustee, in addition to the rights specified in Section 7.1, shall have the right, in its own name
as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights
and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders and the Companion Loan
Holders (including the institution and prosecution of all judicial, administrative and other proceedings and the filing of proofs
of claim and debt in connection therewith). In such event, the legal fees, expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust, and the Trustee shall be entitled to be reimbursed
therefor pursuant to Section 3.4(c) from the Collection Account. Except as otherwise expressly provided in this Agreement,
no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative
and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy
or shall be deemed to be a waiver of any Servicer Termination Event or Special Servicer Termination Event.


 


Section 7.5.        Waiver
of Past Servicer Termination Events and Special Servicer Termination Events. The Holders of Certificates evidencing
not less than 66-2/3% of the aggregate Voting Rights of all then outstanding Certificates and the affected Companion Loan Holder
may, on behalf of all Certificateholders and upon adequate indemnification of the Trustee by the requesting Holders of Certificates,
waive any default by the Servicer or the Special Servicer in the performance of its obligations hereunder and its consequences,
except a default in making any required deposits (including Monthly Payment Advances) to or payments from the


 






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Collection
Account, the Distribution Account or any Foreclosed Property Account or in remitting payments as received, in each case in accordance
with this Agreement. Upon any such waiver of a past default, such default shall cease to exist, and the related Servicer Termination
Event or Special Servicer Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this
Agreement. No such waiver shall extend to any subsequent or other default or impair any right related thereto.


 


Section 7.6.        Trustee as Maker of Advances. In the event that the Servicer fails to fulfill its obligations hereunder to make
any Advances, the Trustee shall perform such obligations (w) within five Business Days (or such shorter period (but not less
than one Business Day) as may be required, if applicable, to avoid any lapse in insurance coverage required under the Mortgage
Loan Documents or this Agreement with respect to the Property or to avoid any foreclosure or similar action with respect to the
Property by reason of failure to pay real estate taxes, assessments, ground rents or governmental charges) of a Responsible Officer
of the Trustee obtaining knowledge of such failure by the Servicer or the Special Servicer with respect to Property Protection
Advances and Administrative Advances and (x) by 12:00 noon New York time on the related Distribution Date with respect to
Monthly Payment Advances. With respect to any such Advance made by the Trustee, the Trustee shall succeed to all of the Servicer’s
and/or the Special Servicer’s rights, as applicable, with respect to Advances hereunder, including, without limitation,
the rights of reimbursement and interest on each Advance at the Advance Rate, and rights to determine that a proposed Advance
is a Nonrecoverable Advance (without regard to any impairment of any such rights of reimbursement caused by such Servicer’s
and/or the Special Servicer’s default in its obligations hereunder and further subject to the Trustee’s standard of
good faith judgment); provided, however, that if Advances made by the Trustee, the Servicer and/or the Special 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 Servicer and/or the
Special Servicer, as applicable, for such Advances and interest accrued thereon. The Trustee shall be entitled to conclusively
rely on any notice given by the Servicer and/or the Special Servicer, as applicable, with respect to a Nonrecoverable Advance
hereunder. The Trustee shall notify the master servicer and trustee with respect to each Other Securitization Trust of the amount
of any Monthly Payment Advance made by it pursuant to this Section 7.6 within two (2) Business Days of making such advance.


 


Article
8



THE TRUSTEE AND CERTIFICATE ADMINISTRATOR


 


Section 8.1.        Duties of the Trustee, the Custodian and the Certificate Administrator. (a)  Each of the Trustee, the
Custodian and the Certificate Administrator, and with respect to the Trustee prior to the occurrence of a Servicer Termination
Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver of any Servicer Termination Event
or Special Servicer Termination Event that may have occurred, undertakes with respect to the Trust Fund to perform such duties
and only such duties as are specifically set forth in this Agreement. Neither the Depositor nor the Servicer nor the Special Servicer
shall be


 






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obligated
to monitor or supervise the performance by the Trustee, the Custodian or the Certificate Administrator of its duties hereunder.
In case a Servicer Termination Event or Special Servicer Termination Event has occurred (which has not been cured or waived),
the Trustee, subject to the provisions of Section 7.3, shall exercise such of the rights and powers vested in it by
this Agreement, and shall use the same degree of care and skill in their exercise, as a prudent institution would exercise or
use under the circumstances in the conduct of such institution’s own affairs. Any permissive right of the Trustee or the
Certificate Administrator set forth in this Agreement shall not be construed as a duty. The Trustee (or the Servicer or the Special
Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Whole Loan on behalf of the Certificateholders
and the Companion Loan Holders (or, if a Companion Loan Holder is an Other Securitization Trust, the related Other Depositor or
the trustee for the Other Securitization Trust) subject to the terms of the Mortgage Loan Documents and the Co-Lender Agreement.


 


(b)         
Subject to Sections 8.2(a) and 8.3, each of the Trustee, the Custodian and the Certificate Administrator,
upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee, the Custodian or the Certificate Administrator that are specifically required to be furnished to it pursuant to
any provision of this Agreement, shall examine, or cause to be examined, such instruments to determine whether they conform to
the requirements of this Agreement to the extent specifically set forth herein. If any such instrument is found on its face not
to conform to the requirements of this Agreement in a material manner, the Trustee, the Custodian or the Certificate Administrator,
as applicable, shall make a request to the Depositor to have the instrument corrected, and if the instrument is not corrected
to the Trustee’s, the Custodian’s or the Certificate Administrator’s reasonable satisfaction, the Trustee, the
Custodian or the Certificate Administrator shall provide notice thereof to the Certificateholders. Neither the Trustee, the Custodian
nor the Certificate Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement,
opinion, report, document, order or other instrument furnished by the Depositor, the Servicer, or the Special Servicer and accepted
by the Trustee or the Certificate Administrator, as the case may be, in good faith, pursuant to this Agreement.


 


(c)          
Subject to Section 8.3, 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, its own willful misconduct or bad
faith, provided, however, that:


 


(i)          
The Trustee, the Certificate Administrator and the Custodian’s duties and obligations shall be determined solely
by the express provisions of this Agreement, the Trustee and the Custodian shall not be liable except for the performance of such
duties and obligations as are specifically set forth in regard to such party in this Agreement, no implied covenants or obligations
shall be read into this Agreement against the Trustee, the Custodian or the Certificate Administrator and each of the Trustee,
the Custodian 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, the Custodian and/or the Certificate
Administrator (including those provided pursuant to Section 10.1) and conforming to the requirements of this


 






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Agreement
which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities respecting any
matters arising hereunder;


 


(ii)          
the Trustee, the Custodian and the Certificate Administrator shall not be liable for an error of judgment made in good
faith by a Responsible Officer of the Trustee, the Custodian or the Certificate Administrator, unless it shall be proved that
the Trustee, the Custodian or the Certificate Administrator or such Responsible Officer, as applicable, was negligent in ascertaining
the pertinent facts;


 


(iii)         the Trustee, the Custodian and the Certificate Administrator shall not be liable with respect to any action taken, suffered
or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing,
in the aggregate, not less than 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, the Custodian or the Certificate Administrator, or exercising any trust
or power conferred upon the Trustee, the Custodian or the Certificate Administrator, under this Agreement;


 


(iv)         the Trustee, the Custodian and the Certificate Administrator shall not be charged with knowledge of any failure by the
Servicer or the Special Servicer to comply with any of their respective obligations referred to in Section 7.1 or
any other act or circumstance upon the occurrence of which the Trustee, the Custodian or the Certificate Administrator, as applicable,
may be required to take action unless a Responsible Officer of the Trustee, the Custodian or the Certificate Administrator, as
applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee, the Custodian or the Certificate Administrator,
as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor, the Mortgage Loan
Borrower or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Certificates.


 


(v)          subject to the other provisions of this Agreement and without limiting the generality of Sections 8.1 and 8.2,
the Trustee shall have no duty except in the capacity as a successor Servicer or successor Special Servicer (A) to see to
any recording, filing or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation
statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any
re-recording, refiling or redepositing thereof (except as set forth in Section 2.1(b)), (B) to see to any insurance,
and (C) to confirm or verify the contents of any reports or certificates of the Servicer or the Special Servicer delivered
to the Trustee or the Certificate Administrator pursuant to this Agreement reasonably believed by the Trustee or the Certificate
Administrator to be genuine and to have been signed or presented by the proper party or parties; and


 


(vi)         for all purposes under this Agreement, the Trustee shall not be required to take any action with respect to, and neither
the Certificate Administrator or Trustee shall be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer
Termination Event or Special Servicer Termination Event unless a Responsible Officer of the Trustee or the Certificate Administrator,
as applicable, has actual knowledge thereof


 






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or
shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained,
the Trustee and the Certificate Administrator may conclusively assume that there is no Mortgage Loan Event of Default, Servicer
Termination Event or Special Servicer Termination Event.


 


(d)         
None of the provisions contained in this Agreement shall in any event require the Trustee, the Custodian or the Certificate
Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any
of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform,
or be responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this
Agreement, except with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested
with the rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement.
Notwithstanding anything contained herein, none of the Trustee, the Custodian or the Certificate Administrator shall be responsible
or have liability in connection with the duties assumed by the Authenticating Agent, 17g-5 Information Provider, and the Certificate
Registrar hereunder, unless the Trustee, the Custodian or the Certificate Administrator is acting in any such capacity hereunder;
provided, further, that in any such capacity the Trustee and the Certificate Administrator shall have all of the
rights, protections and indemnities provided to it as Trustee and the Certificate Administrator hereunder, as applicable.


 


In
no event shall the Certificate Administrator, the Custodian 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.


 


(e)          The
Servicer, the Special Servicer, the Operating Advisor or the Trustee may at any time request from the Certificate Administrator
written confirmation of whether a Control Termination Event, Consultation Termination Event or Operating Advisor Consultation
Event occurred during the previous calendar year and the Certificate Administrator shall deliver such confirmation, based on information
in its possession, to the requesting party within 15 days of such request.


 


Section 8.2.        Certain Matters Affecting the Trustee and the Certificate Administrator. (a)  Except as otherwise provided
in Section 8.1:


 


(i)          
each of the Trustee, the Custodian and the Certificate Administrator may request and rely upon and shall be protected in
acting or refraining from acting upon any resolution, Officer’s Certificate, auditor’s certificate or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document believed by
it to be genuine and to have been signed or presented by the proper party or parties and the Trustee, the Custodian or the Certificate
Administrator, as applicable, shall not have any responsibility to ascertain or confirm the genuineness of any such party or parties;


 






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(ii)          each of the Trustee, the Custodian and the Certificate Administrator may consult with any nationally recognized counsel,
and the written 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 with the written advice of such counsel
or such Opinion of Counsel;


 


(iii)         neither the Trustee, the Custodian nor the Certificate Administrator shall be under any obligation to exercise any of the
trusts or powers vested in it by this Agreement 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, the Custodian or the Certificate
Administrator reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities, including
reasonable legal fees, which may be incurred therein or thereby; provided, however, that nothing contained herein
shall relieve the Trustee of the obligation, upon the occurrence of a Servicer Termination Event or Special Servicer Termination
Event, as the case may be (which has not been cured or waived) of which a Responsible Officer of the Trustee has actual knowledge,
to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their
exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs;


 


(iv)         the right of the Trustee, the Custodian or the Certificate Administrator to perform any discretionary act enumerated in
this Agreement shall not be construed as a duty, and such party shall not be answerable for other than its negligence or willful
misconduct in the performance of any such act;


 


(v)          none of the Trustee, the Custodian or the Certificate Administrator shall be liable for any action reasonably taken, suffered
or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred
upon it by this Agreement;


 


(vi)         prior
to the occurrence of a Servicer Termination Event or Special Servicer Termination Event hereunder of which a Responsible Officer
of the Trustee has actual knowledge and after the curing or waiver of such Servicer Termination Event or Special Servicer Termination
Event that may have occurred, the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any
of the terms, conditions, covenants or agreements herein (except as specifically required by this Agreement) or 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 so to do by Holders of Certificates evidencing,
in the aggregate, not less than 25% of the Voting Rights of the outstanding Certificates; provided, however, that
if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded
to it by the terms of this Agreement, the Trustee may require indemnity satisfactory to it against such costs, expenses or liabilities


 



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as a condition to taking any such action. The reasonable expense of every such investigation shall be paid by the Trust pursuant
to Section 3.4(c) in the event that such investigation relates to a Servicer Termination Event or Special Servicer
Termination Event, if such an event shall have occurred and is continuing, and otherwise by the Certificateholders requesting the
investigation;


 


(vii)        each of the Trustee, the Custodian and the Certificate Administrator may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents, nominees, custodians or attorneys selected by it with due
care;


 


(viii)       none of the Trustee, the Custodian or the Certificate Administrator shall be required to post any kind of bond or surety
in connection with the execution and performance of its duties hereunder, and in no event shall the Trustee, the Custodian or the
Certificate Administrator be liable for punitive, special, indirect or consequential loss or damage of any kind whatsoever (including
but not limited to lost profits), even if the Trustee, the Custodian or the Certificate Administrator, as applicable, has been
advised of the likelihood of such loss or damage;


 


(ix)         the
Certificate Administrator and its Affiliates are permitted to receive additional compensation that could be deemed to be in the
Certificate Administrator’s economic self-interest for (i) serving as investment advisor, administrator, shareholder, servicing
agent, custodian or sub-custodian with respect to certain Permitted Investments, (ii) using Affiliates to effect transactions
in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not
be an amount that is reimbursable or payable by the Trust or any other party pursuant to this Agreement;


 


(x)          nothing herein shall require the Trustee, the Custodian or the Certificate Administrator to act in any manner that is contrary
to applicable law; and


 


(xi)         nothing herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect
to its rights and protections relative to the Trust.


 


(b)          Following the Closing Date, none of the Trustee, the Custodian or the Certificate Administrator shall accept any contribution
of assets to the Trust Fund not specifically contemplated by this Agreement.


 


(c)          All rights or actions under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate
Administrator may be enforced by such party without the possession of any of the Certificates, or the production thereof at the
trial or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee or the Certificate
Administrator, as applicable, shall be brought in its name for the benefit of all the Holders of such Certificates, subject to
the provisions of this Agreement.


 


(d)          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


 



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funding of terrorist activities and money laundering (“Applicable Laws”),
the Trustee, the Custodian and the Certificate Administrator are required to obtain, verify and record certain information relating
to individuals and entities which maintain a business relationship with the Trustee, the Custodian or the Certificate Administrator,
as applicable. Accordingly, each of the parties agrees to provide to the Trustee and the Certificate Administrator, upon its request
from time to time such identifying information and documentation as may be available for such party in order to enable the Trustee
and the Certificate Administrator to comply with Applicable Laws.


 


(e)          Each of the Trustee, the Certificate Administrator and Custodian shall be entitled to all of the same rights, protections,
immunities and indemnities afforded to it as the Trustee, Certificate Administrator or Custodian, as the case may be, in each capacity
for which it serves hereunder (including, without limitation, as Certificate Registrar, the 17g-5 Information Provider and Authenticating
Agent) as if such right, protection, immunity and indemnity was set forth herein expressly for the benefit of the Certificate Administrator,
Custodian or Trustee in each such capacity, mutatis mutandis.


 


Section 8.3.     None of the Trustee, the Custodian or the Certificate Administrator is Liable for Certificates or the Trust Loan.
The recitals contained herein and in the Certificates (other than the signature and authentication of the Certificate Administrator
on the Certificates) shall not be taken as the statements of the Certificate Administrator or the Trustee and the Trustee and the
Certificate Administrator assume no responsibility for their correctness. The Certificate Administrator and the Trustee make no
representations as to the validity or sufficiency of this Agreement, the Certificates or of the Trust Loan or related documents
except as expressly set forth herein. The Certificate Administrator and the Trustee shall not be liable for any action or failure
to take any action by the Depositor, the Servicer or the Special Servicer hereunder or any action or failure to take any action
by the Sponsor under the Loan Purchase Agreement, including, without limitation, in connection with (i) any failure of the
Sponsor to properly prepare each Assignment of the Mortgage, assignment of the Collateral Security Document and UCC-3 financing
statements pursuant to the Loan Purchase Agreement or (ii) the any failure of the Special Servicer or any sub-servicer, agent
of or counsel to the Special Servicer to conduct a Foreclosure in accordance with the terms of this Agreement and applicable law,
and neither the Trustee nor the Certificate Administrator shall be required to take any action in connection with any of the foregoing
matters referred to in clauses (i) and (ii) above (except to the extent otherwise expressly required pursuant to
this Agreement). The Certificate Administrator and the Trustee shall not at any time have any responsibility or liability for or
with respect to the legality, ownership, title, validity or enforceability of the Mortgage or Collateral Security Documents or
the Whole Loan, or the perfection, sufficiency and priority of the Mortgage or Collateral Security Documents or the maintenance
of any such perfection and priority, or for or with respect to the efficacy of the Trust Fund or its ability to generate the payments
to be distributed to Certificateholders under this Agreement, including, without limitation, the existence, condition and ownership
of the Property; the existence and enforceability of any hazard insurance thereon; the validity of the assignment of the Trust
Loan to the Trust; the performance or enforcement of the Trust Loan (other than with respect to the Servicer or Special Servicer,
if the Trustee shall assume the duties of the Servicer and/or Special Servicer, respectively, pursuant to Section 7.2
and then only to the extent of the obligations of the Servicer or Special Servicer, as applicable, hereunder); the compliance by
the Depositor, the


 



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Mortgage Loan Borrower, the Servicer or the Special Servicer with any warranty or representation made under
this Agreement or in any related document or the accuracy of any such warranty or representation made under this Agreement or in
any related document prior to the Trustee’s or the Certificate Administrator’s, as applicable, receipt of notice or
actual knowledge by a Responsible Officer of any noncompliance therewith or any breach thereof; any investment of monies by or
at the direction of the Servicer or the Special Servicer or any loss resulting therefrom; the failure of the Servicer or the Special
Servicer or any sub-servicer to act or perform any duties required of it hereunder; or any action by the Certificate Administrator
or the Trustee taken at the direction of the Servicer or the Special Servicer (other than with respect to the Trustee if the Trustee
shall assume the duties of the Servicer or the Special Servicer, respectively); provided, however, that the foregoing
shall not relieve the Certificate Administrator or the Trustee of its obligation to perform its duties under this Agreement. Except
with respect to a claim based on either the Certificate Administrator’s or the Trustee’s negligent action, negligent
failure to act or willful misconduct (or such other standard of care as may be provided herein with respect to any particular matter),
no recourse shall be had for any claim based on any provisions of this Agreement, the Certificates, the Mortgage, the Property,
the Collateral Security Documents or the Trust Loan or assignment thereof against the Certificate Administrator or the Trustee
in its respective individual capacity, and neither the Certificate Administrator nor the Trustee shall have any personal obligation,
liability or duty whatsoever to any Certificateholder or any other Person with respect to any such claim, and any such claim shall
be asserted solely against the Trust Fund or any indemnitor who shall furnish indemnity as provided in this Agreement. Neither
the Certificate Administrator nor the Trustee shall have any responsibility for filing any financing or continuation statements
in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to
it hereunder or to record this Agreement (unless, with respect to the Trustee, the Trustee shall have become the successor Servicer
or Special Servicer). Neither the Certificate Administrator nor the Trustee shall be accountable for the use or application by
the Depositor of any of the Certificates or of the proceeds of such Certificates or for the use or application of any funds paid
to the Servicer or the Special Servicer, as applicable, in respect of the Trust Loan deposited into the Collection Account (except
to the extent that the Collection Account or such other account is held by the Certificate Administrator in its commercial capacity),
or for investment of such amounts (other than investments made with the Certificate Administrator in their commercial capacity).


 


The Trustee and the Certificate
Administrator, by reason of the action or inaction of its directors, officers, members, managers, partners, employees or agents
shall have no liability to the Trust or the Certificateholders and the Companion Loan Holders for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement or for actions taken or not taken at the direction of Certificateholders,
the Companion Loan Holders in accordance with this Agreement or the Co-Lender Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Trustee, the Certificate Administrator or any such Person against any
liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence of the Trustee, the Certificate
Administrator or any such Person. The Trustee, the Certificate Administrator and any of its respective directors, officers, members,
managers, partners, employees, Affiliates, agents or Controlling Persons shall be indemnified by the Trust Fund pursuant to Section 3.4(c)
out of amounts on deposit in the Collection Account, and held harmless against any loss, liability, claim, demand or expense


 



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incurred
in connection with or related to the Trustee’s or the Certificate Administrator’s performance of its powers and duties
under this Agreement (including, without limitation, performance under Section 8.1 hereof), the Trust Loan, the Property
or the Certificates; provided, however, that this provision shall not protect the Trustee, the Certificate Administrator
or any such Person against any breach of its representations or warranties made in this Agreement or any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence of the Trustee, the Certificate Administrator or
any such Person. The indemnification provided hereunder shall survive the resignation or removal of the Trustee or the Certificate
Administrator and the termination of this Agreement. Anything herein to the contrary notwithstanding, the Trustee shall be responsible
for its acts or failure to act as Servicer and/or Special Servicer during the time the Trustee is serving as such pursuant and
subject to the terms of this Agreement.


 


Section 8.4.     Trustee and Certificate Administrator May Own Certificates. The Trustee and the Certificate Administrator in their
individual or any other capacity may become the owner or pledgee of Certificates with the same rights, powers, and privileges as
it would have if they were not the Trustee or the Certificate Administrator.


 


Section 8.5.     Trustee’s and Certificate Administrator’s Fees and Expenses. The Trustee and the Certificate Administrator
shall be entitled to the Trustee Fee and the Certificate Administrator Fee (excluding the portion of the Certificate Administrator
Fee that represents the Trustee Fee, which is payable to the Trustee), respectively payable pursuant to Section 3.4(c).
The Certificate Administrator shall pay a portion of the Certificate Administrator Fee to the Trustee as the Trustee Fee. The Certificate
Administrator 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 Certificate Administrator’s and the Trustee’s sole form of compensation for all services
rendered by each entity in the execution of the trust hereby created and in the exercise and performance of any of the powers and
duties of the Certificate Administrator and the Trustee hereunder. No Trustee Fee or Certificate Administrator Fee shall be payable
with respect to any Companion Loan. The Trustee and the Certificate Administrator shall be entitled to be reimbursed for all reasonable
expenses and disbursements incurred or made by the Trustee or the Certificate Administrator, as applicable, in accordance with
any of the provisions of this Agreement (including the fees and expenses of its counsel and of all Persons not regularly in its
employ), provided such cost would qualify as an “unanticipated expense incurred by the REMIC” within the meaning
of the REMIC Provisions, except any such expense, disbursement or advance as may arise from its negligence, willful misconduct
or bad faith or which is expressly the responsibility of a Certificateholder or Certificateholders hereunder, all of which reimbursements
to be paid from amounts deposited into the Collection Account pursuant to Section 3.4(c); provided, however,
that neither the Trustee nor the Certificate Administrator shall refuse to perform any of their obligations hereunder solely as
a result of the failure to be paid any fees and expenses so long as payment of such fees and expenses are reasonably assured to
it. The Trustee and the Certificate Administrator shall provide the Servicer with an invoice, on or prior to each Payment Date,
setting forth the actual expenses incurred in connection with the performance of its duties hereunder for which it seeks payment
or reimbursement. Notwithstanding any other provision of this Agreement, neither the Trustee nor the Certificate Administrator
shall be entitled to reimbursement from the Trust for an expense incurred under this Agreement in connection with the performance
of its ordinary and regularly recurring duties


 



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hereunder unless such reimbursement is expressly provided for herein or otherwise
permitted hereunder.


 


Section 8.6.     Eligibility Requirements for the Trustee, the Custodian and the Certificate Administrator; Errors and Omissions Insurance.
(a)  Each of the Trustee, the Custodian and the Certificate Administrator hereunder shall at all times:


 


(i)           be a corporation, association or 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;


 


(ii)          have a combined capital and surplus of at least $50,000,000;


 


(iii)         have a rating on its unsecured long-term debt of at least “A” by S&P or otherwise acceptable to S&P
and Morningstar as confirmed by receipt of a Rating Agency Confirmation; provided that the Trustee may maintain a rating
of at least “BBB” by S&P if the Servicer maintains a short-term rating of “A-2” by S&P and a long-term
unsecured debt rating of “A” by S&P;


 


(iv)         be subject to supervision or examination by federal or state authority; and


 


(v)          in the case of the Trustee, not be an Affiliate of the Servicer or the Special Servicer (except during any period when the
Trustee has assumed the duties of the Servicer and/or Special Servicer pursuant to Section 7.2).


 


If a corporation, association
or trust company publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then for purposes of this Section the combined capital and surplus of such entity shall be deemed
to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the
place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state
or local jurisdiction that imposes a tax on the Trust, the Trustee or the Certificate Administrator, as applicable, shall elect
either to (i) resign immediately in the manner and with the effect specified in Section 8.7, (ii) pay such
tax from its own funds and continue as Trustee or the Certificate Administrator, as applicable, or (iii) administer the Trust
Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate Administrator,
as applicable, shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator,
as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7.


 


(b)          The Trustee, the Custodian and the Certificate Administrator shall each 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
covering the Trustee’s, the Custodian’s or the Certificate Administrator’s, as applicable, directors, officers
and employees acting on behalf of the Trustee, the Custodian or the Certificate Administrator, as applicable, in connection with
its activities under this Agreement. Such insurance policy shall protect the Trustee, the Custodian and the Certificate Administrator,
as


 



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applicable, against losses, forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. The amount of
coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power
over the Trustee, the Custodian or the Certificate Administrator, as applicable. In the event that any such bond or policy ceases
to be in effect, the Trustee, the Custodian or the Certificate Administrator, as applicable, shall obtain a comparable replacement
bond or policy.


 


Section 8.7.     Resignation and Removal of the Trustee, the Custodian or the Certificate Administrator. Each of the Trustee, the
Custodian and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by (i) giving
written notice of resignation to the Depositor, the Mortgage Loan Borrowers, the Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Certificate Registrar (if other than the Certificate Administrator), the Companion Loan
Holders and subject to Section 10.16 and Section 10.17, the Rating Agencies and by mailing notice of resignation
by first class mail, postage prepaid, to the Certificateholders at their addresses appearing on the Certificate Register, not less
than 30 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take
effect, and (ii) acceptance by a successor Trustee, successor Custodian or successor Certificate Administrator appointed by
the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon
such notice of resignation, the Depositor shall be required to use its reasonable best efforts to promptly appoint a successor
Trustee, Custodian or Certificate Administrator, as applicable. If no successor Trustee, Custodian or Certificate Administrator
shall have been so appointed and shall have accepted appointment within 120 days after the giving of such notice of resignation,
the resigning Trustee, Custodian or Certificate Administrator, as applicable, may petition any court of competent jurisdiction
for the appointment of a successor Trustee, Custodian or Certificate Administrator, as applicable, and any expenses associated
with such petition shall be an expense of the Trust.


 


If at any time any of the following
occur: (x) the Trustee, Custodian or Certificate Administrator shall cease to be eligible in accordance with the provisions
of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s
resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee, the Custodian or the Certificate
Administrator shall materially default in the performance of its obligations under this Agreement; or (z) if at any time the
Trustee, the Custodian or the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent,
or a receiver of the Trustee, the Custodian or the Certificate Administrator or of either of their property shall be appointed,
or any public officer shall take charge or control of the Trustee, the Custodian or Certificate Administrator or of its property
or affairs for the purpose of rehabilitation, conservation or liquidation then, in any such case, (1) the Depositor may remove
the Trustee, the Custodian or the Certificate Administrator, as applicable, and appoint a successor Trustee, Custodian or Certificate
Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy
of which instrument shall be delivered to the Trustee, the Custodian or the Certificate Administrator, as applicable, so removed
and one copy to the successor Trustee, Custodian or Certificate Administrator, as applicable, or (2) any Certificateholder
who has been a bona fide Certificateholder for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee, the Custodian or the Certificate Administrator and
the appointment of a successor Trustee, Custodian or Certificate


 



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Administrator, as applicable. Such court may thereupon, after
such notice, if any, as it may deem proper and prescribe, remove the Trustee, Custodian or Certificate Administrator, as applicable,
which removal and appointment shall become effective upon acceptance of appointment by the successor Trustee, Custodian or Certificate
Administrator, as applicable, as provided in Section 8.8. The successor Trustee, Custodian or Certificate Administrator,
as applicable, so appointed by such court shall immediately and without further act be superseded by any successor Trustee, Custodian
or Certificate Administrator, as applicable, appointed by the Certificateholders as provided below within one year from the date
of appointment by such court. Holders of Certificates evidencing, in the aggregate, not less than a majority of the Voting Rights
of the outstanding Certificates, may at any time remove the Trustee, the Custodian or the Certificate Administrator upon 30 days’
written notice and appoint a successor Trustee, Custodian or Certificate Administrator, as applicable, by written instrument or
instruments, in triplicate, signed by such Holders or their attorney-in-fact duly authorized, one complete set of which instrument
or instruments shall be delivered to the Depositor (with a copy to the Servicer and Special Servicer and the Mortgage Loan Borrowers),
one complete set to the Trustee, the Custodian or the Certificate Administrator, as applicable, so removed and one complete set
to the successor(s) so appointed; provided that such Certificateholders shall pay all the reasonable costs and expenses of the
Certificate Administrator and Trustee, as applicable, necessary to effect the transfer of the rights and obligations of the Certificate
Administrator or Trustee, as applicable, to a successor. Subject to Section 10.17, notice of any removal of the Trustee,
the Custodian or the Certificate Administrator and acceptance of appointment by the successor Trustee, the Custodian or the Certificate
Administrator shall be given to the Companion Loan Holders and the Rating Agencies by the successor Trustee, the Custodian or the
Certificate Administrator, as applicable. No removal of the Trustee, the Custodian or the Certificate Administrator shall be effective
until all reasonable fees, costs, expenses and Advances (including interest thereon) have been paid to the Trustee or Certificate
Administrator, as applicable, in full.


 


Any resignation or removal of
the Trustee, Custodian or Certificate Administrator shall not become effective until acceptance of the appointment by the successor
Trustee, Custodian or Certificate Administrator, as applicable, as provided in Section 8.8. Except as provided in Section
2.11 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.


 


Section 8.8.     Successor Trustee or Successor Certificate Administrator. Any successor Trustee, Custodian or Certificate Administrator
appointed as provided in Section 8.7 shall execute, acknowledge and deliver to the Depositor, the Servicer, the Special
Servicer and to its predecessor trustee or certificate administrator an instrument (i) accepting such appointment hereunder
and (ii) making the representations and warranties of the Trustee, the Custodian or the Certificate Administrator, as applicable,
as provided in Section 2.3 and Section 2.7, respectively, and thereupon the resignation or removal of the
predecessor trustee, custodian or certificate administrator shall become effective and such successor Trustee, Custodian or Certificate
Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee or certificate administrator
herein. The predecessor Certificate Administrator shall deliver or cause to be delivered to the successor Certificate


 



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Administrator,
as applicable, the Mortgage File and related documents and statements held by it hereunder, and the Depositor, the Servicer, the
Special Servicer and the predecessor trustee or certificate administrator shall execute and deliver such instruments and do such
other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee, Custodian
or Certificate Administrator all such rights, powers, duties and obligations.


 


No successor Trustee, Custodian
or Certificate Administrator shall accept appointment as provided in this Section unless at the time of such acceptance such
successor Trustee or Certificate Administrator shall be eligible under the provisions of Section 8.6 and its appointment
shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates (prior
to the resignation or termination of the Trustee or Certificate Administrator).


 


Upon acceptance of appointment
by a successor Trustee, Custodian or Certificate Administrator as provided in this Section, the successor Trustee, Custodian or
Certificate Administrator shall mail notice of the succession of such trustee or certificate administrator hereunder to all Holders
of Certificates at their addresses as shown in the Certificate Register, the Depositor, the Mortgage Loan Borrowers, the Companion
Loan Holders and the Rating Agencies.


 


Section 8.9.     Merger or Consolidation of the Trustee, the Custodian or the Certificate Administrator. Any Person into which the
Trustee, the Custodian or the Certificate Administrator may be merged or converted or with which either may be consolidated or
any Person resulting from any merger, conversion or consolidation to which the Trustee, the Custodian 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, the Custodian
or the Certificate Administrator shall be the successor of the Trustee, the Custodian or the Certificate Administrator, as applicable,
hereunder; provided that such Person shall be eligible under the provisions of Section 8.6, without the execution
or filing of any paper or further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.


 


Section 8.10.   Appointment of Co-Trustee or Separate Trustee. (a)  At any time or times, for the purpose of meeting any
legal requirements of any jurisdiction in which any part of the Property may at the time be located or in which any action of the
Trustee may be required to be performed or taken, the Trustee, the Depositor or the Holders of Certificates evidencing, in the
aggregate, a majority of the Voting Rights of the outstanding Certificates, by an instrument in writing signed by it or them, may
appoint one or more individuals or corporations to act as separate trustee or separate trustees or co-trustees, acting jointly
with the Trustee, of all or any part of the Property, to the full extent that local law makes it necessary for such separate trustee
or separate trustees or co-trustee acting jointly with the Trustee to act. The fees and expenses of any separate trustee or co-trustee
shall be paid by the Trust Fund pursuant to Section 3.4(c).


 


(b)          The Trustee shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of
any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully conferring such
title, rights or duties to such separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such
title to the Property or any part thereof, and with such rights, powers, duties


 



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and obligations as shall be specified in the instrument
of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed by
the Trustee, or the Trustee and such separate trustee or separate trustees or co-trustees jointly with the Trustee subject to all
the terms of this Agreement, except to the extent that under any law of any jurisdiction in which any particular act or acts are
to be performed shall be exercised and performed by such separate trustee or separate trustees or co-trustee, as the case may be.
Any separate trustee or separate trustees or co-trustee may, at any time by an instrument in writing, constitute the Trustee, its
attorney-in-fact and agent with full power and authority to do all acts and things and to exercise all discretion on its behalf
and in its, her or his name. In the event that any such separate trustee or co-trustee shall die, become incapable of acting, resign
or be removed, the title to the Property and all assets, property, rights, powers, duties and obligations of such separate trustee
or co-trustee shall, so far as permitted by law, vest in and be exercised by the Trustee, without the appointment of a successor
to such separate trustee or co-trustee unless and until a successor is appointed.


 


(c)          All provisions of this Agreement which are for the benefit of the Trustee and Certificate Administrator shall extend to
and apply to each separate trustee or co-trustee appointed pursuant to the foregoing provisions of this Section 8.10,
and to the Trustee and Certificate Administrator in each capacity that it may assume hereunder, including without limitation, its
capacity as Custodian, 17g-5 Information Provider, Certificate Registrar and Authenticating Agent, as applicable.


 


(d)          Every co-trustee and separate trustee hereunder shall, to the extent permitted by law, be appointed and act and the Trustee
shall act, subject to the following provisions and conditions: (i) all powers, duties, obligations and rights conferred upon
the Trustee in respect of the receipt, custody, investment and payment of monies shall be exercised solely by the Trustee; (ii) all
other rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed and exercised
or performed by the Trustee and such co-trustee or trustees and separate trustee or trustees jointly except to the extent that
under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed
by such co-trustee or trustees; (iii) no power hereby given to, or exercisable by, any such co-trustee or separate trustee
shall be exercised hereunder by such co-trustee or separate trustees except jointly with, or with the consent of, the Trustee and
(iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustees hereunder.


 


If, at any time, the Trustee
shall deem it no longer necessary or prudent in order to conform to any such law, the Trustee shall execute and deliver all instruments
and agreements necessary or proper to remove any co-trustee or separate trustee. Notwithstanding the foregoing, the appointment
of a co-trustee or separate trustee by the Trustee shall not relieve the Trustee of its obligations, duties, or responsibilities
in any way or to any degree.


 


(e)          Any request, approval or consent in writing by the Trustee to any co-trustee or separate trustee shall be sufficient warrant
to such co-trustee or separate trustee, as the case may be, to take such action as may be so required, approved or consented to.


 






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(f)           Notwithstanding any other provision of this Section 8.10, the powers of any co-trustee or separate trustee shall
not exceed those of the Trustee hereunder, and such co-trustee or separate trustee must meet the eligibility requirements set forth
in Section 8.6.


 


Section 8.11.   Appointment of Authenticating Agent. (a) The Certificate Administrator may appoint an agent or agents which
shall be authorized to act on behalf of the Certificate Administrator to authenticate Certificates (each such agent, an “Authenticating
Agent”), and Certificates so authenticated shall be entitled to the benefits of this Agreement and shall be valid and
obligatory for all purposes as if authenticated by the Certificate Administrator hereunder. Wherever a reference is made in this
Agreement to the authentication and delivery of Certificates by the Certificate Administrator or the Certificate Administrator’s
certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Certificate
Administrator by an Authenticating Agent and a certificate of authentication executed on behalf of the Certificate Administrator
by an Authenticating Agent. Each Authenticating Agent shall, at all times, be a corporation or association organized and doing
business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such law
to act as Authenticating Agent, having a combined capital and surplus of not less than $15,000,000, authorized under such laws
to do trust business and subject to supervision or examination by federal or state authorities. If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If, at any time, an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section. The initial Authenticating Agent shall be the Certificate Administrator.


 


(b)          Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Person succeeding
to the corporate agency business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such
Person shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part
of the Certificate Administrator or the Authenticating Agent.


 


(c)          An Authenticating Agent may resign at any time by giving at least 30 days’ advance written notice thereof to
the Certificate Administrator, the Servicer or Special Servicer, as applicable, and the Depositor. The Certificate Administrator
may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent,
the Servicer or Special Servicer, as applicable, and the Depositor. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section, the Certificate Administrator may appoint a successor Authenticating Agent and shall mail written notice of such appointment
by first class mail, postage prepaid to all Certificateholders as their names and addresses appear in the Certificate Register.
Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers
and duties of its predecessor hereunder, with like effect as if


 



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originally named as an Authenticating Agent herein. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this Section.


 


Section 8.12.   Indemnification by the Trustee, the Custodian and the Certificate Administrator. The Trustee, the Custodian and the
Certificate Administrator, as applicable, shall indemnify and hold harmless the Trust, the Companion Loan Holders, the Servicer,
the Special Servicer, the Operating Advisor, the Depositor, the Retaining Sponsor (but only in the case of the Certificate Administrator
and with respect to Section 5.1(d) and Section 5.1(e)), and each other 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
Trust, the Companion Loan Holders, the Servicer, the Special Servicer, the Operating Advisor, the Depositor or the Retaining Sponsor,
as applicable, that arise out of or are based upon (i) a breach by the Trustee, the Custodian or the Certificate Administrator,
as applicable, of its representations and warranties under this Agreement or (ii) negligence, bad faith or willful misconduct
on the part of the Trustee, the Custodian or the Certificate Administrator, as applicable, in the performance of its obligations
under this Agreement or its negligent disregard of its obligations and duties under this Agreement.


 


Section 8.13.   Certificate Administrator and Servicer Not Responsible for Inconsistent Payment Information. In connection with any
Distribution Date and a voluntary prepayment or the payment at maturity by the Mortgage Loan Borrowers of the Whole Loan or any
portion thereof, the Certificate Administrator shall report the amount of such prepayment or payment to the Depository based on
information received from the Servicer or Special Servicer in reliance on notices received from the Mortgage Loan Borrowers. In
the event of any inconsistencies in payments or prepayments made by the Mortgage Loan Borrowers with the previously delivered notices
by the Mortgage Loan Borrowers, all costs and expenses incurred as a result of a failure by the Mortgage Loan Borrowers to make
any such payments or prepayment, shall be paid by the Mortgage Loan Borrowers in accordance with the Mortgage Loan Agreement provided
that the amount of payment reported to the Depository by the Certificate Administrator was consistent with the information received
from the Servicer or Special Servicer. If the Mortgage Loan Borrowers fail to do so, such costs and expenses shall be reimbursed
to the Certificate Administrator and to the Servicer or Special Servicer, as applicable, by the Trust pursuant to Section 3.4(c)
from funds on deposit in the Collection Account. Neither the Certificate Administrator, the Servicer nor the Special Servicer shall
be liable for any inability or delay of the Depository to make a distribution as a result of such inconsistencies. Notwithstanding
the foregoing, the Certificate Administrator shall notify the Depository on the Remittance Date or as soon as reasonably possible
of any such inconsistencies.


 


Section 8.14.   Access to Certain Information. (a)  The Certificate Administrator shall afford to any Privileged Person
(including the Controlling Class Representative) and to the Office of the Comptroller of the Currency, the FDIC and any other banking
or insurance regulatory authority that may exercise authority over any Certificateholder, access to any documentation regarding
the Trust Loan or the other assets of the Trust Fund that are in its possession or within its control (or, upon request, make copies
thereof available to any Privileged Person at the reasonable cost and expense of such Privileged Person). Such access shall be
afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate
Administrator.


 






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(b)          The
Certificate Administrator shall make available to Privileged Persons, via the Certificate Administrator’s Website, the following
items (to the extent such items were prepared by or delivered to the Certificate Administrator in a readable, uploadable, un-corrupted
and un-locked electronic format):


 


(i)           The
following “deal documents”:


 


(A)          the Offering Circular and any other disclosure document relating to the 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, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any),
the Loan Purchase Agreement and any amendments and exhibits hereto or thereto; and


 


(C)           the CREFC® Loan Setup File delivered to the Certificate Administrator by the Servicer.


 


(ii)          The following “periodic reports”:


 


(A)          all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.4(b);


 


(B)           all CREFC® Reports prepared by, or delivered to, the Certificate Administrator pursuant to Section 3.18(a)
other than the CREFC® Loan Setup File; and


 


(C)           all Operating Advisor Annual Reports;


 


(iii)         The following “additional documents”:


 


(A)          summaries of Asset Status Reports delivered to the Certificate Administrator pursuant to Section 3.10;


 


(B)           all inspection reports delivered to the Certificate Administrator pursuant to Section 3.22;


 


(C)           all Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a); and


 


(D)           the CREFC® Appraisal Reduction Template;


 


(iv)         The following “special notices” tab on the Certificate Administrator’s Website:


 


(A)          any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(d);


 






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(B)           any notice of termination of the Servicer, the Special Servicer or the Operating Advisor delivered to the Certificate Administrator
pursuant to Section 7.1(c);


 


(C)           any notice of a Servicer Termination Event, Special Servicer Termination Event or Operating Advisor Termination Event delivered
to the Certificate Administrator pursuant to Section 7.1(b);


 


(D)           any notice of an Operating Advisor Consultation Event, Consultation Termination Event or Control Termination Event, as determined
each month after the Certificate Administrator complies with its obligation to prepare the related Distribution Date Statement
pursuant to Section 4.4;


 


(E)           any request by the Certificateholders representing at least 25% of the Voting Rights to terminate the Special Servicer pursuant
to Section 7.1(d) or the Operating Advisor pursuant to Section 3.27(i);


 


(F)           any notice of resignation of the Trustee, Certificate Administrator or the Operating Advisor and any notice of the acceptance
of appointment by the successor Trustee, successor Certificate Administrator or the successor Operating Advisor pursuant to Section 8.7;


 


(G)           any notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the
related report prepared by the Operating Advisor in connection with such recommendation;


 


(H)           any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Servicer’s
or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance,
pursuant to Section 3.23(f);


 


(I)            any Special Notice delivered to the Certificate Administrator pursuant to Section 5.6;


 


(J)            any assessment of compliance delivered to the Certificate Administrator pursuant to Section 3.19;


 


(K)          any attestation report delivered to the Certificate Administrator pursuant to Section 3.20;


 


(L)           any amendment to this Agreement;


 


(v)          any
notice or document provided to the Certificate Administrator by the Depositor or the Servicer directing the Certificate Administrator
to post same as a “special notice”;


 


(vi)         subject to Section 3.29(b), the following “risk retention special notices”, if any, and in each
case, shall also be posted to the “Risk Retention special notices” tab on


 



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the Certificate Administrator’s Website,
to the extent such notice is provided by the Retaining Sponsor:


 


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


 


(2)          any noncompliance of the applicable Credit Risk Retention Rules 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 Rules;


 


(vii)        the “Investor Q&A Forum” pursuant to Section 4.5(a); and


 


(viii)       solely to Certificateholders and Beneficial Owner of Certificates, the “Investor Registry” pursuant to Section 4.5(b).


 


In lieu of the tabs or headings
otherwise described above, the Certificate Administrator shall be authorized to use such other headings and labels as it may reasonably
determine from time to time.


 


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


 


In connection with providing,
or causing to be provided, access to or copies of the items described in the preceding paragraph pursuant to this Section 8.14(b),
the Certificate Administrator shall require: (a) in the case of Certificateholders, 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 to its auditors, legal counsel and regulators and 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 (b) in
the case of a prospective purchaser of a Certificate or an interest therein or a licensed or registered investment advisor acting
on behalf of such purchaser, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate
or an interest therein and is requesting the information for use in evaluating a possible investment in Certificates and will otherwise
keep such information confidential.


 


The Certificate Administrator
shall, in addition to posting the applicable notices on the “Special Notices” tab described in clause (iv) above and
the “Risk Retention special notices” tab described in clause (v) above, include a fixed statement in the Distribution
Date Statement that special notices and risk retention notices, if any can be found on the “Special Notices” and “Risk
Retention special notices” tab, respectively.


 


Upon delivery by the Depositor
to the 17g-5 Information Provider (in an electronic format mutually agreed upon by the Depositor and the 17g-5 Information Provider)
of


 



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information designated by the Depositor as having been previously made available to NRSROs by the Depositor (the “Pre-Closing
17g-5 Information”), the 17g-5 Information Provider shall make such Pre-Closing 17g-5 Information available only to the Depositor
and to NRSROs via the 17g-5 Information Provider’s Website pursuant this Section 8.14(b). The Depositor shall not
be entitled to direct the 17g-5 Information Provider to provide access to the Pre-Closing 17g-5 Information or any other information
on the 17g-5 Information Provider’s Website to any designee or other third party.


 


Except as otherwise provided
in this Agreement and subject to Section 6.3(a), the Certificate Administrator shall not be liable for providing or
disseminating information in accordance with the terms of this Agreement. The Certificate Administrator shall not be responsible
or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant
to this Section 8.14(b) unless such information was produced by the Certificate Administrator. The obligations of the
Certificate Administrator to provide access to those certain documents, information and other items described in this Section 8.14
shall extend only to those such documents, information and other items actually in possession of the Certificate Administrator.
The Certificate Administrator may deny any of the foregoing Privileged Persons access to confidential information with respect
to which the Certificate Administrator is restricted from disclosing by applicable law.


 


(c)          The Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also
make available through its website or otherwise, any CREFC® Reports and any additional information relating to the
Whole Loan, the Property or the Mortgage Loan Borrower, for review by any Privileged Person, and subject to Section 10.16
and Section 10.17, the Rating Agencies, in each case except to the extent doing so is prohibited by this Agreement,
applicable law or by the Mortgage Loan Documents. Each of the Servicer and 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 Certificate Administrator, enter into an Investor
Certification or other confidentiality agreement acceptable to the Servicer or Special Servicer, as the case may be, and (B) acknowledge
that the Servicer or the Special Servicer may contemporaneously provide such information to any other Privileged Person. In addition,
to the extent access to such information is provided via the Servicer’s or the Special Servicer’s website, the 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 items described in this Section 8.14(c) to current and prospective Certificateholders the form of confidentiality
agreement used by the Servicer or the Special Servicer, as applicable, shall require: (a) in the case of a Certificateholder
or a licensed or registered investment advisor acting on behalf of such 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 (b) in the case of a prospective purchaser of Certificates or interests therein


 



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or a licensed or registered
investment advisor acting on behalf of such prospective purchaser, an Investor Certification indicating that such Person is a prospective
purchaser of a Certificate or an interest therein and is requesting the information for use in evaluating a possible investment
in Certificates and will otherwise keep such information confidential.


 


The Special Servicer, subject
to the limitations on delivery of Privileged Information, shall deliver to the Operating Advisor such reports and other information
produced or otherwise available to the Controlling Class Representative or Certificateholders generally, reasonably requested by
the Operating Advisor in support of the performance of its obligations under this Agreement in electronic format.


 


Except as otherwise provided
in this Agreement and subject to Section 6.3(a), neither the Servicer nor the Special Servicer shall be liable for
the dissemination of information in accordance with this Agreement. Neither the 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 8.14(c) unless such information was produced by the Servicer or Special Servicer, as applicable.


 


(d)          The Certificate Administrator shall maintain at its offices (and, upon reasonable prior written request and during normal
business hours, shall make available, or cause to be made available) for review by any Privileged Person originals or copies of
the following items (to the extent such items are in the Certificate Administrator’s possession):


 


(i)           the Offering Circular;


 


(ii)          this Agreement, each sub-servicing agreement delivered to the Certificate Administrator from and after the Closing Date
(if any), the Loan Purchase Agreement and any amendments and exhibits hereto or thereto;


 


(iii)         all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available
to Certificateholders pursuant to Section 4.4(a) of this Agreement since the Closing Date;


 


(iv)        any
assessment of compliance delivered to the Certificate Administrator pursuant to Section 3.19;


 


(v)         any attestation report delivered to the Certificate Administrator pursuant to Section 3.20;


 


(vi)        the most recent inspection report prepared by or on behalf of the Servicer or the Special Servicer, as applicable, and delivered
to the Certificate Administrator in pursuant to Section 3.22 of this Agreement;


 


(vii)       any
and all notices and reports delivered to the Certificate Administrator with respect to the Property as to which the environmental
testing contemplated by Section 3.12(d) of this Agreement revealed that neither of the conditions set forth in clauses (i)
and (ii) thereof was satisfied;


 






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(viii)      the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Whole Loan entered into
or consented to by the Servicer or the Special Servicer and delivered to the Certificate Administrator pursuant to Section 3.24
of this Agreement;


 


(ix)         the summary of each Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.10(h) of
this Agreement;


 


(x)          the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or the Special
Servicer, as applicable, and delivered to the Certificate Administrator for the Property, together with the other information specified
in Section 3.18 of this Agreement;


 


(xi)         any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Trustee’s
or the Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(xii)        notice of termination or resignation of the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
or the Trustee (and appointments of successors thereto);


 


(xiii)       all Special Notices;


 


(xiv)       any Appraisals, environmental site assessments, property condition assessments and seismic reports relating to the Property;
and


 


(xv)        any other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A.


 


The Certificate Administrator
shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of
the parties set forth in the previous sentence at the reasonable expense of the requesting party.


 


The Certificate Administrator
shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.


 


Article 9



TERMINATION


 


Section 9.1.     Termination. (a)  The respective obligations and responsibilities of the Servicer, the Special Servicer,
the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created hereby (other than the obligation to
make certain payments to the Companion Loan Holders and the obligation of the Certificate Administrator to make certain payments
to Certificateholders after the final Distribution Date, and other than the obligation of the Certificate Administrator to file
final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the Trust Fund for such period
of time


 



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as it maintains its own books and records and other than the indemnification rights and obligations of the parties hereto)
shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant
to this Section 9.1 following the later of (i) the final payment on the Certificates or (ii) the liquidation of
the Trust Loan (including, without limitation, the sale of the Trust Loan pursuant to the Intercreditor Agreement or this Agreement,
as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Whole Loan; provided,
however, that in no event shall the Trust 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’s,
living on the date hereof.


 


(b)           On the final Distribution Date, all amounts on deposit in the Collection Account and not otherwise payable to a person other
than the Certificateholders, shall be applied generally as described in Section 4.1.


 


(c)           Notice of any termination, specifying the final Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders of any Class may surrender their Certificates to the Certificate Administrator for payment
of the final distribution and cancellation, shall be given promptly by the Certificate Administrator by letter to Certificateholders
mailed as soon as practicable specifying (A) the final Distribution Date upon which final payment of the Certificates shall
be made upon presentation and surrender of Certificates at the office or agency of the Certificate Administrator therein designated,
(B) the amount of any such final payment and (C) 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 office or agency of the
Certificate Administrator therein specified.


 


Section 9.2.     Additional Termination Requirements. In connection with any termination pursuant to Section 9.1 other than
final payment on the Trust Loan, the Trust Fund shall be terminated in accordance with the following additional requirements, unless
the Certificate Administrator has obtained at the expense of the Trust, an Opinion of Counsel that any other manner of terminating
either the Lower-Tier REMIC or the Upper-Tier REMIC will not subject the Trust Fund, the Lower-Tier REMIC or the Upper-Tier REMIC
to federal income tax:


 


(i)            Within eighty-nine (89) days prior to the final Distribution Date, the Certificate Administrator shall designate the first
day of the 90-day liquidation period of the Lower-Tier REMIC and the Upper-Tier REMIC which shall be specified in a notice from
the Certificate Administrator to the Certificateholders as soon as practicable prior to such final Distribution Date, and shall
specify such date in the final tax return of each such Trust REMIC;


 


(ii)           At or after the time of adoption of such plan of complete liquidation and at or prior to the final scheduled Distribution
Date, the Servicer shall sell any remaining assets (other than cash) of the Trust Fund and credit the proceeds thereof to the Trust
Fund; and


 






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(iii)          At or after such time as the proceeds from the disposition of the remaining assets of the Trust Fund shall have been credited
to the Trust Fund, the Certificate Administrator shall cause all remaining amounts held (A) as part of the Lower-Tier REMIC
to be distributed to the Certificate Administrator as holder of the Uncertificated Lower-Tier Interests and to the Holders of the
Class R Certificates (in respect of the Class LT-R Interest) in accordance with Section 4.1(b) and (B) as
part of the Upper-Tier REMIC to be distributed to the Holders of the Regular Certificates and the Class R Certificates (in
respect of the Class UT-R Interest) in accordance with Section 4.1(a) and Section 4.1(g).


 


Section 9.3.     Trusts Irrevocable. Except as expressly provided herein, all trusts created hereby are irrevocable.


 


Article 10



MISCELLANEOUS PROVISIONS


 


Section 10.1.   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 Loan Holders, as applicable:


 


(i)           to correct any inconsistency, defect or ambiguity in this Agreement or to correct 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
Offering Circular with respect to the Certificates, the Trust or this Agreement to correct or supplement any of its provisions
which may be inconsistent with any other provisions in this Agreement, or to correct any error;


 


(iii)         to change the timing and/or nature of deposits in the Collection Account, the Distribution Account or the Foreclosed Property
Account, provided that (A) the Remittance Date may in no event be later than the Business Day prior to the related
Distribution Date and (B) (1) the change would not adversely affect in any material respect the interests of any Certificateholder
or the Companion Loan Holders, as evidenced by an Opinion of Counsel (at the expense of the party requesting the amendment
or at the expense of the Trust Fund if the requesting party is the Trustee or the Certificate Administrator) or (2) a Rating
Agency Confirmation is obtained (at the expense of the party requesting the amendment or at the expense of the Trust Fund
if the requesting party is the Trustee or the Certificate Administrator);


 


(iv)         to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either
the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Lower-Tier REMIC or the Upper-Tier REMIC that would be a claim against the Lower-Tier
REMIC or the Upper-Tier REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of


 



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Counsel
(at the expense of the party requesting the amendment or if the requesting party is the Certificate Administrator or the Trustee,
at the expense of the Trust) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid
or minimize the risk of imposition of any such tax and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates or (B) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Trust Indenture Act of 1939, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;


 


(v)          to modify, eliminate or add to any of its provisions to restrict (or to remove any existing restrictions with respect to)
the transfer of the Class R Certificates; provided that the Depositor has determined that the amendment will not give rise
to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee; provided, further,
that the Depositor may conclusively rely upon an Opinion of Counsel to such effect;


 


(vi)         to make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided
that the required action will not adversely affect in any material respect the interests of any Certificateholder or the Companion
Loan Holders not consenting to such amendment, as evidenced by (a) an Opinion of Counsel (at the expense of the party requesting
the amendment or at the expense of the Trust Fund if the Trustee or the Certificate Administrator is the requesting party) and
(b) a Rating Agency Confirmation (at the expense of the party requesting the amendment or at the expense of the Trust
Fund if the requesting party is the Trustee or the Certificate Administrator;


 


(vii)        to amend or supplement any provision of this Agreement to the extent necessary to maintain the ratings assigned to each
Class of Certificates by any Rating Agency; provided that such amendment does not adversely affect in any material respect
the interests of any Certificateholder or the Companion Loan Holders;


 


(viii)       to modify the provisions of this Agreement with respect to reimbursement of Nonrecoverable Advances if (a) the Depositor,
the Servicer, the Certificate Administrator and the Trustee, 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 cause
the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, as evidenced by an Opinion of Counsel (at the expense
of the party requesting the amendment or at the expense of the Trust Fund if the Trustee or the Certificate Administrator is the
requesting party) and (c) a Rating Agency Confirmation (at the expense of the party requesting the amendment or at the
expense of the Trust Fund if the requesting party is the Trustee or the Certificate Administrator) is obtained;


 


(ix)          to modify the procedures set forth in this Agreement relating to Exchange Act Rule 17g-5 or Rule 15Ga-1 compliance;
and


 






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(x)          to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules, Regulation RR 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; 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 to this Agreement contemplated by this Section 10.1(a) shall be permitted if the amendment would
(i) reduce the consent or consultation rights or the right to receive information under this Agreement of the Controlling Class
Representative without the consent of the Controlling Class Representative, (ii) change in any manner the obligations or rights
of the Sponsor under the Loan Purchase Agreement or this Agreement without the consent of the Sponsor or (iii) change in any manner
the obligations or rights of the Initial Purchaser without the consent of the Initial or (iv) adversely affect the Companion
Loan Holders in its capacity as such without its consent Purchasers.


 


(b)          This Agreement may also be amended by the parties to this Agreement with the consent of the Holders of Certificates of each
Class adversely affected by such amendment evidencing, in each case, not less than 51% 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 the Certificates, except that the amendment may not (1) reduce
in any manner the amount of, or delay the timing of, payments received on the Trust Loan that are required to be distributed on
any Certificate; (2) alter in any manner the liens on any Collateral securing payments of the Whole Loan; (3) alter the
obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages
of Voting Rights or Percentage Interests of Certificateholders that are required to consent to any action or inaction under this
Agreement; (5) adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;
or (6) amend this Section 10.1.


 


(c)          Notwithstanding the foregoing, no amendment to this Agreement may be made that (i) would cause the Upper-Tier REMIC
or the Lower-Tier REMIC to fail to qualify as a REMIC for federal income tax purposes (as may be evidenced by an Opinion of Counsel),
(ii) would cause any REMIC related to any Companion Loan Securities to fail to qualify as a REMIC under the Code or (iii) changes
in any manner the obligations of the Sponsors under the Loan Purchase Agreement without the consent of the Sponsors, and the Trustee,
Servicer, Special Servicer, Operating Advisor or Certificate Administrator may, but will not be obligated to, enter into any amendment
to this Agreement that it determines affects its rights, duties or immunities or creates any additional liability for the Trustee,
Servicer, Special Servicer, Operating Advisor or Certificate Administrator under this Agreement.


 


(d)          It shall not be necessary for the consent of Certificateholders under this Section 10.1 to approve the particular
form of any proposed amendment, but it shall be


 



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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.


 


(e)          Notwithstanding the foregoing, no amendment may be made to this Agreement unless the Certificate Administrator, the Trustee,
the Operating Advisor, the Servicer and the Special Servicer have first received an Opinion of Counsel (at the expense of the party
requesting the amendment, or at the Trust Fund’s expense if the Trustee or the Certificate Administrator is the requesting
party) to the effect that the amendment is authorized or permitted under this Agreement and all conditions precedent have been
met and that the amendment or the exercise of any power granted to the Servicer, the Special Servicer, the Depositor, the Certificate
Administrator, the Trustee or any other specified person in accordance with the amendment, will not result in an Adverse REMIC
Event.


 


(f)           Promptly after the execution of any amendment to this Agreement or any amendment to the Loan Purchase Agreement, the Certificate
Administrator shall post a copy of such amendment on the Certificate Administrator’s Website and furnish written notification
of the substance of such amendment to each Certificateholder, the Depositor, the Servicer, the Special Servicer, the Initial Purchasers,
the Companion Loan Holders and, subject to Section 10.17, the Rating Agencies.


 


(g)          In the event that neither the Depositor nor any successor thereto is in existence, any amendment under this Section 10.1
shall be effected with the consent of the Trustee, the Certificate Administrator and the Servicer or Special Servicer, as applicable,
and, to the extent required by this Section 10.1, the required Certificateholders.


 


(h)          Unless otherwise specified in Section 10.1(a), the costs and expenses associated with any such amendment, including
without limitation, Opinions of Counsel and a Rating Agency Confirmations, shall be borne by the party requesting such amendment
(or, if such amendment is required by any of the Rating Agencies to maintain the rating issued by it or requested by the Trustee
or the Certificate Administrator for any purpose described in Section 10.1(a) (which do not modify or otherwise relate
solely to the obligations, duties or rights of the Trustee or the Certificate Administrator), then at the expense of the Depositor
and, if neither the Depositor nor any successor thereto is in existence, the Trust Fund).


 


Section 10.2.   Recordation of Agreement; Counterparts. (a)  This Agreement or an abstract hereof, if acceptable by the
applicable recording office, is subject to recordation in all appropriate public offices for real property records in the county
in which the Property subject to the Mortgage is situated, and in any other appropriate public recording office or elsewhere, such
recordation to be effected by the Trustee or the Certificate Administrator at the expense of the Trust upon its receipt of an Opinion
of Counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders of the
Trust.


 


(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


 



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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.


 


Section 10.3.   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 AND AGREES THAT NOTHING HEREIN SHALL AFFECT
THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY MANNER PERMITTED BY LAW.


 


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 10.4.   Notices. All demands, notices and communications hereunder shall be in writing, shall be deemed to have been given
upon receipt (except that notices to Holders of any Class of Certificates held in registered, definitive form shall be deemed to
have been given upon being sent by first class mail, postage prepaid) as follows:


 


If to the Trustee, to:



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee WWPT 2017-WWP


 






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with a copy to:


 


Fax Number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


 


If to the Certificate Administrator and
Custodian, to:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045 1951

Attention: Corporate Trust Services (CMBS)

WWPT 2017-WWP


 


With a copy to:



Email: Trustadministrationgroup@wellsfargo.com and 

cts.cmbs.bond.admin@wellsfargo.com


 


With respect to any certificate transfer
services:



Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC: N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services: WWPT 2017-WWP


 


With respect to the Custodian:



Wells Fargo Bank, National Association

1055 10th Ave SE

Minneapolis, Minnesota 55414

Attn: Document Custody Group WWPT 2017-WWP


 


With a copy to:


 


Email: cmbscustody@wellsfargo.com


 


If to the Depositor, to:



GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison

Email: leah.nivison@gs.com


 






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with copies to:



GS Mortgage Securities Corporation II

6011 Connection Drive

Suite 550

Irving, Texas 75039

Attention: Joe Osborne

Email: joe.osborne@gs.com


 


If to the Servicer, to:



Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo





MAC D1050-084, 401 South Tryon Street, 8th
Floor

Charlotte, North Carolina 28202

Attention: WWPT 2017-WWP Asset Manager

Fax Number: (704) 715-0036

Email: commercial.servicing@wellsfargo.com


 


with copies to:



Wells Fargo Bank, National Association Legal Department

301 S. College St., TW-30

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Fax Number: (704) 383-0353

Reference: WWPT 2017-WWP


 


with any notice relating to the Rating
Agency Q & A Forum & DOC Request Tool:



RAInvRequests@wellsfargo.com


 


with any notice relating to the Investor
Q & A Forum:



REAM_InvestorRelations@wellsfargo.com


 


with copies to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Fax Number: (704) 353-3190


 






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If to the Special Servicer, to:



Cohen Financial, a Division of SunTrust Bank

Loan Administration Service Center

4601 College Blvd.

Suite 300

Leawood, Kansas 66211

Attention: Head of Investor Services

Fax Number: (866) 315-6202

Email: loanadmin@cohenfinancial.com


 


If to the Operating Advisor, to:


 


Park Bridge Lender Services LLC 


600 Third Avenue, 40th Floor

New York, New York 10016

Attention: GSMS 2017 – WWP – Surveillance Manager

with copies sent contemporaneously in e-mail to cmbs.notices@parkbridgefinancial.com


 


If to the Retaining Sponsor, to:



Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

Email: leah.nivison@gs.com


 


with copies to:



Goldman Sachs Mortgage Company

6011 Connection Drive

Suite 550

Irving, Texas 75039

Attention: Joe Osborne

Email: joe.osborne@gs.com


 


If to the initial Controlling Class Representative,
to:



Core Credit Partners A LLC

c/o Square Mile Capital Management LLC

350 Park Avenue

New York, New York 10022

Attention: General Counsel


 






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If to any Certificateholder, to:



the address set forth in the Certificate Register


 


If to the Mortgage Loan Borrower:



at the respective addresses therefor set forth in the Mortgage Loan Agreement


 


or, in the case of the parties to this Agreement,
to such other address as such party shall specify by written notice to the other parties hereto.


 


Section 10.5.   Notices to the Rating Agencies. The Servicer, the Special Servicer, the Certificate Administrator and the Trustee
shall not provide any information regarding the Trust Fund to the Rating Agencies upon receipt of a request by the Rating Agencies
therefor but shall, upon receipt of a reasonable request for information pertaining to this transaction, to the extent such party
has or can obtain such information without unreasonable effort or expense, provide such information to the 17g-5 Information Provider
in accordance with the procedures set forth in Section 10.16 and 10.17; provided, that the 17g-5 Information
Provider shall not disclose which Rating Agency has requested such information. Notwithstanding the foregoing, the failure to deliver
such information shall not constitute a Servicer Termination Event or Special 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:



S&P Global Ratings, acting through

Standard & Poor’s Financial Services LLC

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 


Morningstar Credit Ratings, LLC

220 Gibraltar Road, Suite 300

Horsham, Pennsylvania 19044

Attention: CMBS Surveillance

Email: cmbsratings@morningstar.com


 


Section 10.6.   Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then, to the extent permitted by applicable law, such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in
no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of
the Holders thereof.


 






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Section 10.7.   Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder’s legal representative or heirs to claim an
accounting or to take any action or to commence any proceeding in any court for a petition or winding up of the Trust Fund, or
otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.


 


No Certificateholder, solely
by virtue of its status as a Certificateholder, shall have any right to vote (except as provided herein) or in any manner otherwise
control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set
forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholders be under any liability to any third party by reason of
any action by the parties to this Agreement pursuant to any provision hereof.


 


No Certificateholder, solely
by virtue of its status as a Certificateholder, shall have any right by virtue or by availing itself of any provisions of this
Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless
such Holder previously shall have given to the Trustee a written notice of a Servicer Termination Event or Special Servicer Termination
Event, as the case may be, and of the continuance thereof, as herein before provided, and unless the Holders of Certificates aggregating
not less than 25% of the Voting Rights of the Certificates shall also 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 reasonable indemnity
as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action,
suit or proceeding; it being understood and intended, and being 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 whatever by virtue
or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders
of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder except as
provided herein with respect to entitlement to payments or to enforce any right under this Agreement, except in the manner herein
provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section,
each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section 10.8.   Certificates Nonassessable and Fully Paid. The Certificateholders shall not be personally liable for obligations
of the Trust Fund, the interests in the Trust Fund represented by the Certificates shall be nonassessable for any reason whatsoever,
and the Certificates, upon due authentication thereof by the Certificate Administrator pursuant to this Agreement, are and shall
be deemed fully paid.


 


Section 10.9.   Reproduction of Documents. This Agreement and all documents relating thereto, including, without limitation, (i) consents,
waivers and modifications which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial


 



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statements, certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic,
microfilm, micro-card, miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible
in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and
whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in evidence.


 


Section 10.10. No Partnership. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between
the parties hereto.


 


Section 10.11. Actions of Certificateholders. (a)  Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Certificateholders in person or by agent duly appointed in writing;
and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered
to the Trustee or Certificate Administrator and, where required, to the Depositor, the Servicer or the Special Servicer. Proof
of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement
and conclusive in favor of the Certificate Administrator, the Trustee, the Depositor, the Servicer and the Special Servicer if
made in the manner provided in this Section.


 


(b)           The fact and date of the execution of any Certificateholder of any such instrument or writing may be proved in any reasonable
manner which the Trustee or Certificate Administrator deems sufficient.


 


(c)           Any request, demand, authorization, direction, notice, consent, waiver, or other act by a Certificateholder shall bind every
Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect
of anything done, or omitted to be done, by the Trustee, the Certificate Administrator, the Depositor, the Servicer or the Special
Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate.


 


(d)           The Certificate Administrator and the Trustee may require additional proof of any matter referred to in this Section as
it shall deem reasonably necessary.


 


Section 10.12. Successors and Assigns. The rights and obligations of any party hereto shall not be assigned (except pursuant to
Sections 6.2, 6.4, 8.7 or 8.9 hereof) by such party without the prior written consent of the other
parties hereto. This Agreement shall inure to the benefit of and be binding upon the Depositor, the Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Custodian, the 17g-5 Information Provider and the Trustee and their respective
permitted successors and assigns. No Person other than a party to this Agreement, the Initial Purchasers and any Certificateholder
shall have any rights with respect to the enforcement of any of the rights or obligations hereunder. Without limiting the foregoing,
the parties to this Agreement specifically agree that (i) each Sponsor shall be a third-party beneficiary of this Agreement
with respect to any provisions relating to the such


 



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Sponsor, (ii) unless it is the Loan Borrower or an Affiliate thereof,
the Companion Loan Holders shall be a third-party beneficiary of this Agreement with respect to the rights afforded it under this
Agreement, (iii) each Other Depositor and Other Exchange Act Reporting Party shall be third-party beneficiary of this Agreement
with respect to its rights under Article 11, and (iv) no Mortgage Loan Borrowers, property manager or other party to
the Whole Loan is an intended third-party beneficiary of this Agreement (provided that the Mortgage Loan Borrower shall
be entitled to notices to the extent expressly provided herein).


 


Section 10.13. Acceptance by Authenticating Agent, Certificate Registrar. The Certificate Administrator hereby accepts its appointment
as Authenticating Agent and Certificate Registrar and agrees to perform the obligations required to be performed by it in each
such capacity pursuant to the terms of this Agreement.


 


Section 10.14. Streit Act. Any provisions required to be contained in this Agreement by Section 126 and/or Section 130-k
or Article 4-A of the New York Real Property Law are hereby incorporated herein, and such provisions shall be in addition
to those conferred or imposed by this Agreement; provided, however, that to the extent that such Section 126
and/or 130-k shall not have any effect, and if said Section 126 and/or Section 130-k should at any time be repealed or
cease to apply to this Agreement or be construed by judicial decision to be inapplicable, said Section 126 and/or Section 130-k
shall cease to have any further effect upon the provisions of this Agreement. In a case of a conflict between the provisions of
this Agreement and any mandatory provisions of Article 4-A of the New York Real Property Law, such mandatory provisions of
said Article 4-A shall prevail, provided that if said Article 4-A shall not apply to this Agreement, should at
any time be repealed, or cease to apply to this Agreement or be construed by judicial decision to be inapplicable, such mandatory
provisions of such Article 4-A shall cease to have any further effect upon the provisions of this Agreement.


 


Section 10.15. Assumption by Trust of Duties and Obligations of the Sponsors Under the Mortgage Loan Documents. The Trustee on behalf
of the Trust as assignee of the Trust Loan and the Certificate Administrator, the Servicer and Special Servicer hereby acknowledge
that, subject to Section 10.18, the Trust assumes all of the rights and obligations of the Sponsors as lender under
the Mortgage Loan Documents and agrees to be bound thereby, and in accordance with the terms thereof. Such acknowledgement on behalf
of the Trust is made by the Trustee in the exercise of the powers and authority conferred and vested in it and is intended for
the purpose of binding only the Trust. Nothing contained in this Section shall be construed as creating any liability on the
part of the Trustee, individually or personally, it being agreed that all liabilities and obligations being acknowledged as assumed
are solely those of the Trust, and under no circumstances shall the Trustee be liable personally for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement, any Loan Document or any
related document.


 


Section 10.16. Notice to Each Rating Agency. (a) The Certificate Administrator shall use its commercially reasonable efforts
to promptly provide notice to the 17g-5 Information Provider by e-mail with respect to each of the following of which a Responsible
Officer of the Certificate Administrator has actual knowledge, and the 17g-5 Information Provider shall promptly upload such notice
or information to the 17g-5 Information Provider’s Website. Information shall be posted on the same Business Day of receipt
provided that such information


 



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is received by 2:00 p.m. (New York time) or, if received after 2:00 p.m. (New York time), on the
next Business Day by 12:00 p.m. (New York time):


 


(i)           any material change or amendment to this Agreement or the Mortgage Loan Agreement;


 


(ii)          the occurrence of any Mortgage Loan Event of Default that has not been cured;


 


(iii)         the merger, consolidation, resignation or termination of the Servicer, Special Servicer, the Certificate Administrator or
the Trustee;


 


(iv)        any notice of a Servicer Termination Event or Special Servicer Termination Event delivered pursuant to Section 7.1(b)
and any notice of the termination of the Servicer or the Special Servicer and appointment of a successor to the Servicer or the
Special Servicer delivered pursuant to Section 7.3(a);


 


(v)          each Sponsor’s repurchase of its related Sponsor Percentage Interest in the Trust Loan pursuant to Section 2.2
and Section 2.9;


 


(vi)         the final payment to any Class of Certificateholders;


 


(vii)        any change in the location of the Distribution Account;


 


(viii)      any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Servicer;


 


(ix)         any change in the lien priority of the Trust Loan; and


 


(x)          each Distribution Date Statement described in Section 4.4(a) and the CREFC® Reports.


 


(b)          The Servicer or the Special Servicer shall promptly furnish to the 17g-5 Information Provider by e-mail copies of the following
(to the extent not already delivered or made available pursuant to the terms of this Agreement), and the 17g-5 Information Provider
shall promptly upload such documents to the 17g-5 Information Provider’s Website. Information shall be posted on the same
Business Day of receipt provided that such information is received by 2:00 p.m. (New York time) or, if received after 2:00 p.m.
(New York time), on the next Business Day by 12:00 p.m. (New York time):


 


(i)           each of its annual statements as to compliance described in Section 3.19;


 


(ii)          each of its annual independent public accountants’ servicing reports described in Section 3.20;


 


(iii)         upon request, a copy of each operating and other financial statements or occupancy report to the extent such information
is required to be delivered under the


 



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Whole Loan and to the extent such information is collected by the Servicer or the Special
Servicer pursuant to this Agreement;


 


(iv)         upon request, each inspection report prepared in connection with any inspection conducted pursuant to Section 3.22;
and


 


(v)          upon request, each appraisal obtained pursuant to Section 3.7.


 


Section 10.17. Exchange Act Rule 17g-5 Procedures. (a)  Except as otherwise provided in Section 10.16
or this Section 10.17 or otherwise in this Agreement or as required by law, none of the Servicer, the Special Servicer,
the Certificate Administrator or the Trustee shall provide any information directly to, or communicate with, either orally or in
writing, any Rating Agency regarding the Certificates or the Trust Loan relevant to the Rating Agencies’ surveillance of
the Certificates or the Trust Loan, including, but not limited to, providing responses to inquiries from a Rating Agency regarding
the Certificates or the Trust Loan relevant to such Rating Agency’s surveillance of the Certificates. To the extent that
a Rating Agency makes an inquiry or initiates communications with the Servicer, the Special Servicer, the Certificate Administrator
or the Trustee regarding the Certificates or the Trust Loan relevant to such Rating Agency’s surveillance of the Certificates,
all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and
shall be provided to the 17g-5 Information Provider who shall post such written response to the 17g-5 Information Provider’s
Website. Information shall be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m.
(New York time) or, if received after 2:00 p.m. (New York time), on the next Business Day by 12:00 p.m. (New York time).


 


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 time on such Business Day, or, if received after 2:00 p.m.,
New York time, on the following Business Day.


 


(b)          To the extent that any of the Servicer, the Special Servicer, the Certificate Administrator or the Trustee is required to
provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the
Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, shall provide such information or
communication to the 17g-5 Information Provider by e-mail, which the 17g-5 Information Provider shall upload to the 17g-5 Information
Provider’s Website. Information shall be posted on the same Business Day of receipt provided that such information is received
by 2:00 p.m. (New York time) or, if received after 2:00 p.m. (New York time), on the next Business Day by 12:00 p.m. (New York
time). The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing,
with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably
necessary for the applicable Rating Agency to make its decision.


 


(c)          The Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted to orally communicate
with the Rating Agencies; provided that such party summarizes the information provided to the Rating Agencies in such communication
in


 



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writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in
herein on the same day such communication takes place; provided that the summary of such oral communications shall not be attributed
to the Rating Agency the communication was with. The 17g-5 Information Provider shall post such summary on the 17g-5 Information
Provider’s Website in accordance with the procedures set forth herein. 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
email. The 17g-5 Information Provider shall send such notice to such Person’s email address provided by and used by such Person
for the purpose of accessing the 17g-5 Information Provider’s Website, including a general email address if such general email
address has been provided to the 17g-5 Information Provider in connection with a completed NRSRO Certification in the form of Exhibit
M 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 “WWPT 2017-WWP” 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.


 


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, the 17g-5 Information Provider may remove it from the 17g-5 Information Provider’s
Website. The 17g-5 Information Provider has not obtained and shall not be deemed to have obtained actual knowledge of any information
posted to the 17g-5 Information Provider’s Website to the extent such information was not produced by the 17g-5 Information
Provider (in such capacity as the 17g-5 Information Provider).


 


Access will be provided by the
17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit M hereto. Questions
regarding delivery of information to the 17g-5 Information Provider may be directed to 17g5informationprovider@wellsfargo.com.
In the event that any report, statement, document, file or other data to be delivered to the 17g-5 Information Provider under this
Agreement is too large in its electronic form to be delivered via email, such report, statement, document, file or other data may
be uploaded to an alternate location provided by the 17g-5 Information Provider, and the party uploading such report, statement,
document, file or other data shall notify the 17g-5 Information Provider via email that such report, statement, document, file
or other data has been so uploaded and is ready for posting to the 17g-5 Information Provider’s Internet Website.


 


In connection with the delivery
by the Servicer or the Special Servicer, as applicable, to the 17g-5 Information Provider of any information, report, notice or
document for


 



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posting to the 17g-5 Information Provider’s Website pursuant to this Agreement, the Servicer or the Special Servicer,
as applicable, may, but is not obligated to, send such information, report, notice or other document to the applicable Rating Agency
or Rating Agencies following the earlier of (i) receipt of notification from the 17g-5 Information Provider that such information,
report, notice or document has been posted to the 17g-5 Information Provider’s Website and (ii) two Business Days following
delivery to the 17g-5 Information Provider.


 


(d)          Each of the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian and the
Trustee (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor
and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons,
and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages,
claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses),
joint or several, to which any such Indemnified Party may become subject, under the Securities Act, the Exchange Act or otherwise,
pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines,
forfeitures or other expenses (including reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying
Party’s breach of Section 10.16 or Section 10.17(a), (b), and (c), as applicable, or
(ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate
thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i)
above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably
incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are
incurred.


 


(e)          None
of the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian or the Trustee shall
have any liability for (i) the 17g-5 Information Provider’s failure to post on the 17g-5 Information Provider’s
Website information provided by the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the
Custodian or the Trustee in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the 17g-5 Information
Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding
providing information or communication to the Rating Agencies that are required to be performed after the 17g-5 Information Provider
posts the related information or communication if the 17g-5 Information Provider fails to notify such party that it has posted
such information or communication on the 17g-5 Information Provider’s Website.


 


(f)           None of the foregoing restrictions in this Section 10.17 prohibit or restrict oral or written communications,
or providing information, between the Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand,
with regard to (i) such Rating Agency’s review of the ratings it assigns to the Servicer or the Special Servicer, as
applicable, (ii) such Rating Agency’s approval of the Servicer or the Special Servicer, as applicable, as a commercial
mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Servicer’s or the
Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Servicer or
the Special Servicer, as applicable, shall not provide any information relating to the Certificates or the Trust Loan to


 



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such Rating
Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or 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 any Class of 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 10.17(f).


 


The 17g-5 Information Provider
shall maintain the 17g-5 Information Provider’s Website in accordance with Exchange Act Rule 17g-5(a)(3)(iii).


 


Section 10.18. Cooperation with the Sponsors with Respect to Rights Under the Mortgage Loan Agreement. It is expressly agreed and
understood that, notwithstanding the assignment of the Mortgage Loan Documents, it is expressly intended that the Sponsors get
the benefit of the provisions of any section of the Mortgage Loan Agreement or securitization cooperation agreement related to
indemnification of the lender and/or its Affiliates with respect to any securitization of the Whole Loan. Therefore, the Depositor,
the Servicer, the Special Servicer, the Certificate Administrator and Trustee hereby agree to cooperate with the Sponsors with
respect to the benefits of the provisions of any section of the Mortgage Loan Agreement or securitization cooperation agreement
related to indemnification of the lender and/or its Affiliates with respect to any securitization of the Trust Loan with respect
to securitization indemnification, including, without limitation, reassignment to the Sponsors of such sections, but no other portion
of the Mortgage Loan Documents, to permit the Sponsors and their respective Affiliates to enforce such provisions for their benefit.
To the extent that the Trustee is required to execute any document facilitating an assignment under this Section 10.18,
such document shall be in form and substance reasonably acceptable to the Trustee.


 


Article 11



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 11.1.   Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 11
of this Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB
and the related rules and regulations of the Commission. Except as expressly required by Sections 11.7, 11.8 and
11.9, the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other
performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act
and the Sarbanes-Oxley Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change
over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made
by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such
evolving interpretations of Regulation AB. In connection with the WWPT 2017-WWP, Commercial Mortgage


 



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Pass-Through Certificates,
Series 2017-WWP, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor,
the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the
Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications,
records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination
of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable,
to permit any Other Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer,
the Special Servicer, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the
Whole Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, in good faith to be necessary in order
to effect such compliance.


 


Section 11.2.   Succession; Sub-Servicers; Subcontractors. (a)  For so long as any Other Securitization Trust is subject
to the reporting requirements of the Exchange Act (in addition to any requirements contained in Section 11.7 of this Agreement),
in connection with the succession to the Servicer and Special Servicer or any Sub-Servicer as servicer or sub-servicer (to the
extent such Sub-Servicer is a Servicing Function Participant and a “servicer” meeting the criteria contemplated by
Item 1108(a)(2) of Regulation AB) under this Agreement by any Person (i) into which the Servicer and Special Servicer or such
Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer and Special Servicer
or any such Sub-Servicer, the Servicer or Special Servicer, as applicable (depending on whether such succession involves it or
one of its Sub-Servicers), shall provide (other than in the case of a succession pursuant to an appointment under Section 7.1
or 7.2, in which case the successor servicer or successor special servicer, as applicable, shall provide) to any Other Depositor
as to which the Companion Loan is affected, at least five (5) Business Days prior to the effective date of such succession
or appointment as long as such disclosure prior to such effective date would not be violative of any applicable law or confidentiality
agreement (and as long as such notice is not given by a successor servicer or successor special servicer appointed under Section 7.1
or 7.2), and otherwise no later than one (1) Business Day after such effective date of succession, (x) written notice
to the Depositor and each such Other Depositor of such succession or appointment and (y) in writing and in form and substance
reasonably satisfactory to each such Other Depositor, all information relating to such successor servicer reasonably requested
by any such Other Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange
Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(b)           For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, each of the
Servicer, the Special Servicer, any Sub-Servicer and the Certificate Administrator (each of the Servicer, the Special Servicer
and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 11.2(b) and Section 11.2(c),
a “Servicing Party”) is permitted to utilize one or more Subcontractors to perform certain of its obligations
hereunder. Such Servicing Party shall promptly upon request provide to any Other Depositor as to which the Companion Loan is affected,
a written description (in form and substance satisfactory to each such Other Depositor) of the role and function of each Subcontractor
that is a Servicing Function Participant utilized by such Servicing Party during the preceding calendar year, specifying (i) the
identity of such Subcontractor, and (ii) which


 



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elements of the Servicing Criteria will be addressed in assessments of compliance
provided by each such Subcontractor. Each Servicing Party shall cause any Subcontractor utilized by such Servicing Party that is
determined to be a Servicing Function Participant to comply with the provisions of Section 11.8 and Section 11.9
of this Agreement to the same extent as if such Subcontractor were such Servicing Party. Such Servicing Party shall obtain from
each such Subcontractor (or, in the case of each Sub-Servicer set forth on Exhibit X, shall use commercially reasonable
efforts to obtain from such Sub-Servicer) and deliver to the applicable Persons any assessment of compliance report and related
accountant’s attestation required to be delivered by such Subcontractor under Section 11.8 and Section 11.9
of this Agreement, in each case, as and when required to be delivered.


 


(c)           For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding
the foregoing, if a Servicing Party engages a Subcontractor in connection with the performance of any of its duties under this
Agreement, such Servicing Party shall be responsible for determining whether such Subcontractor is a “servicer” within
the meaning of Item 1101 of Regulation AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or
(iii) of Regulation AB. If a Servicing Party determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation
AB, then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, and the engagement of such Sub-Servicer
shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator, as well as any Other
Depositor as to which the Companion Loan is affected, of any such Sub-Servicer and Subservicing Agreement. No Subservicing Agreement
shall be effective until five (5) Business Days after such written notice is received by the Depositor, the Certificate Administrator
and each such Other Depositor. Such notice shall contain all information reasonably necessary, and in such form as may be necessary,
to enable each Other Exchange Act Reporting Party as to which the Companion Loan is affected, to accurately and timely report the
event under Item 6.02 of Form 8-K pursuant to the related Other Pooling and Servicing Agreement or otherwise (if such reports under
the Exchange Act are required to be filed under the Exchange Act).


 


(d)           For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection
with the succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into which the Trustee
or Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee or
Certificate Administrator, the Trustee or Certificate Administrator, as applicable, shall notify the Depositor and each Other Depositor,
at least ten (10) Business Days prior to the effective date of such succession or appointment (or if such prior notice would be
violative of applicable law or any applicable confidentiality agreement, no later than the time required under Section 11.6
of this Agreement) and shall furnish pursuant to Section 11.6 of this Agreement to each Other Depositor in writing and in
form and substance reasonably satisfactory to the Depositor and each Other Depositor, all information reasonably necessary for
each Other Exchange Act Reporting Party to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the related
Other Pooling and Servicing Agreement or otherwise (if such reports under the Exchange Act are required to be filed under the Exchange
Act).


 






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Section 11.3.   Other Securitization Trust’s Filing Obligations. For so long as any Other Securitization Trust is subject to
the reporting requirements of the Exchange Act, the Servicer, the Special Servicer, the Certificate Administrator and the Trustee
shall (and shall cause (or, in the case of each Sub-Servicer set forth on Exhibit X, shall use commercially reasonable
efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with each
Other Depositor in connection with the satisfaction of each Other Securitization Trust’s reporting requirements under the
Exchange Act.


 


Section 11.4.   Form 10-D Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the
Exchange Act, within one Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event
later than noon (New York City time) on the third Business Day after the related Distribution Date, (i) the parties as set
forth on Exhibit T to this Agreement, shall be required to provide to each Other Exchange Act Reporting Party and each
Other Depositor to which the particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the
extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117
of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer,
as the case may be, or any lawyer in the in-house legal department of such party), in EDGAR-compatible format (to the extent available
to such party in such format), or in such other format as otherwise agreed upon by each such Other Exchange Act Reporting Party,
each such Other Depositor and such parties, the form and substance of the Additional Form 10-D Disclosure, if applicable,
and (ii) the parties listed on Exhibit T to this Agreement shall include with such Additional Form 10-D Disclosure
application to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit X,
shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under
Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached as Exhibit Y-4
to this Agreement. The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the
parties listed on Exhibit T to this Agreement of their duties under this paragraph or proactively solicit or procure from
such parties any Additional Form 10-D Disclosure information. Information delivered to the Certificate Administrator hereunder
should be delivered by email to trustadministrationgroup@wellsfargo.com. Neither the Trustee nor the Certificate Administrator
shall have any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their
duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information.
The Depositor shall be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection
with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.


 


Section 11.5.   Form 10-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the
Exchange Act, no later than March 1st, commencing in March 2018, (i) the parties listed on Exhibit U to this
Agreement shall be required to provide (and with respect to any Servicing Function Participant of such party (other than any party
to this Agreement), shall cause such Servicing Function Participant to provide) to each Other Exchange Act Reporting Party and
each Other Depositor to which the particular Additional Form 10-K Disclosure is relevant for Exchange Act Reporting purposes, to
the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge


 



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(other than information
required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible
Officer, as the case may be, or any lawyer in the in house legal department of such party), in EDGAR compatible format (to the
extent available to such party in such format) or in such other format as otherwise agreed upon by each such Other Exchange Act
Reporting Party, each such Other Depositor and such providing parties, the form and substance of any Additional Form 10-K Disclosure
described on Exhibit U hereto applicable to such party, and (ii) the parties listed on Exhibit U to this Agreement
shall include with such Additional Form 10-K Disclosure applicable to such party and shall cause each Sub-Servicer (or, in the
case of each Sub-Servicer set forth on Exhibit X, shall use commercially reasonable efforts to cause such Sub-Servicer)
and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional
Disclosure Notification in the form attached as Exhibit Y-4 to this Agreement. The Certificate Administrator has no duty
under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U hereto of their duties under
this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information.


 


Section 11.6.   Form 8-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the
Exchange Act, to the extent a Servicing Officer or Responsible Officer thereof has actual knowledge of such event (other than Item 1117
of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as
the case may be, or any lawyer in the in-house legal department of such party), within one Business Day after the occurrence of
an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”) (using commercially reasonable
efforts), but in no event later than 1:00 p.m. (New York City time) on the second Business Day after the occurrence of a Reportable
Event, (i) the parties set forth on Exhibit V to this Agreement shall be required to provide (and (i) with respect
to any Servicing Function Participant of such party that is a Sub-Servicer set forth on Exhibit X, shall use commercially
reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function
Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide)
to each Other Depositor and each Other Exchange Act Reporting Party to which the particular Form 8-K Disclosure Information is
relevant for Exchange Act reporting purposes, in EDGAR-compatible format (to the extent available to such party in such format)
or in such other format as otherwise agreed upon by each such Other Depositor, each such Other Exchange Act Reporting Party and
such providing parties, any Form 8-K Disclosure Information described on Exhibit V to this Agreement as applicable to such
party, if applicable, and (ii) the parties listed on Exhibit V to this Agreement shall include with such Form 8-K Disclosure
Information applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit
V, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required
under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as
Exhibit Y-4. The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by
the parties listed on Exhibit V of their duties under this paragraph or proactively solicit or procure from such parties
any Form 8-K Disclosure Information.


 






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Section 11.7.   Annual Compliance Statements. On or before March 1st of each year, commencing in 2018, each of the Servicer,
the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of the Whole Loan) and, for so
long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator,
at its own expense, shall furnish (and each such party, (i) with respect to each Servicing Function Participant that is a
Sub-Servicer set forth on Exhibit X with which it has entered into a servicing relationship with respect to the Whole
Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect
to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing
Function Participant to furnish) (each such Servicing Function Participant and each of the Servicer, Special Servicer and the Certificate
Administrator, a “Certifying Servicer”) to the Certificate Administrator (who shall post it to the Certificate
Administrator’s Website) the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website),
as applicable, pursuant to Section 8.14(b)) or Section 10.17, the Trustee the Depositor and the Companion Loan
Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and
Other Exchange Act Reporting Party), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of
such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s
performance under this Agreement or the applicable sub-servicing agreement, as applicable, 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, as applicable, 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. For so long as any Other Securitization Trust is subject
to the reporting requirements of the Exchange Act, promptly after receipt of each such Officer’s Certificate, the Depositor
(and, in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange
Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer,
as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Servicing Function Participant
with which the Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Trust
Loan or the Companion Loan in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable
sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each such
Certifying Servicer that serviced the Trust Loan or a Companion Loan during the applicable period, whether or not the Certifying
Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s
Certificates delivered pursuant to this Section 11.7 shall be made available to any Privileged Person by the Certificate
Administrator by posting such compliance report to the Certificate Administrator’s Website pursuant to Section 8.14(b).


 


Section 11.8.   Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1st of each year,
commencing in 2018, the Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing
of the Whole Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, the Certificate Administrator, each at its own expense, shall furnish (and each such party, (i) with respect to each
Servicing Function Participant that is a


 



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Sub-Servicer set forth on Exhibit X with which it has entered into a servicing
relationship with respect to the Whole Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant
to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this
Agreement), shall cause such Servicing Function Participant to furnish) (each Servicer, the Special Servicer, the Certificate Administrator
and any Servicing Function Participant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator
(who shall post it to the Certificate Administrator’s Website) and the 17g-5 Information Provider (who shall post it to the
17g-5 Information Provider’s Website), as applicable, pursuant to Section 8.14(b)) or Section 10.17, the
Trustee, the Depositor and the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization
Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), a report on an assessment of compliance with the
Applicable Servicing Criteria that contains (A) a statement by such Reporting Servicer of its responsibility for assessing
compliance with the Applicable Servicing Criteria, (B) a statement that such Reporting Servicer used the Applicable Servicing
Criteria to assess compliance with the Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance
with the Applicable Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material
instance of noncompliance with the Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof
and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public
Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Applicable Servicing
Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 11.8 shall
be provided to any Certificateholder, upon the written request therefor, by the Certificate Administrator.


 


Each such report shall be addressed
to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall
address each of the Applicable Servicing Criteria. For so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, promptly after receipt of each such report, the Depositor and each Other Depositor may review each such report
and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the
Applicable Servicing Criteria.


 


(b)           On the Closing Date, the Servicer, the Special Servicer and the Certificate Administrator each acknowledge and agree that
Exhibit L hereto sets forth the Applicable Servicing Criteria for such party.


 


(c)           No later than 10 Business Days after the end of each fiscal year for the Trust, the Servicer, the Special Servicer and,
for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Servicer, the Special
Servicer and the Certificate Administrator shall notify the Certificate Administrator, the Depositor, each Other Exchange Act Reporting
Party and each Other Depositor as to the name of each Servicing Function Participant utilized by it, in each case, and each such
notice will specify what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared by such
Servicing Function Participant. When the Servicer, the Special Servicer and, for so long as any Other Securitization Trust is subject
to the reporting requirements of the Exchange Act, the Certificate Administrator submit their assessments pursuant to Section
11.8(a) of this


 



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Agreement, such parties, as applicable, will also at such time include the assessment (and related attestation
pursuant to Section 11.9) of each Servicing Function Participant engaged by it. The fiscal year for the Trust shall be January
1 through and including December 31 of each calendar year.


 


(d)           In the event the Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, the Certificate Administrator is terminated or resigns pursuant to the terms of this Agreement,
such party shall provide, and each such party shall cause (or, if the Servicing Function Participant is a Sub-Servicer set forth
on Exhibit X hereto, shall use commercially reasonable efforts to cause) any Servicing Function Participant engaged
by it to provide (and the Servicer, the Special Servicer and the Certificate Administrator shall, with respect to any Servicing
Function Participant that resigns or is terminated under any applicable servicing agreement, cause such Servicing Function Participant
to provide) an annual assessment of compliance pursuant to this Section 11.8, coupled with an attestation as required in
Section 11.9 in respect of the period of time that the Servicer, the Special Servicer or, for so long as any Other Securitization
Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator was subject to this Agreement
or the period of time that the Servicing Function Participant was subject to such other servicing agreement.


 


Section 11.9.   Annual Independent Public Accountants’ Servicing Report. On or before March 1st of each year, commencing in
2018, the Servicer, the Special Servicer and, for so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, the Certificate Administrator, each at its own expense, shall cause (and each such party, (i) with respect
to each Servicing Function Participant that is a Sub-Servicer set forth on Exhibit X with which it has entered into
a servicing relationship with respect to the Whole Loan, shall use commercially reasonable efforts to cause such Servicing Function
Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party
to this Agreement), shall cause such Servicing Function Participant to furnish) a registered public accounting firm (which may
also render other services to the Servicer, the Special Servicer, the Certificate Administrator or the applicable Servicing Function
Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report
to the Certificate Administrator (who shall post it to the Certificate Administrator’s Website pursuant to Section 8.14(b)),
the Depositor, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the
applicable Other Depositor and Other Exchange Act Reporting Party) and the 17g-5 Information Provider (who shall post it to the
17g-5 Information Provider’s Website pursuant to Section 10.17), to the effect that (i) it has obtained a representation
regarding certain matters from the management of such Reporting Servicer, which includes an assessment from such Reporting Servicer
of its compliance with the Applicable Servicing Criteria and (ii) on the basis of an examination conducted by such firm in
accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is
expressing an opinion as to whether such Reporting Servicer’s assessment of compliance with the Applicable Servicing Criteria
was fairly stated in all material respects, or it is not expressing an overall opinion regarding such Reporting Servicer’s
assessment of compliance with the Applicable Servicing Criteria. In the event that an overall opinion cannot be expressed, such
registered public accounting firm shall state in such report why it was unable to express such an


 



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opinion. Each accountant’s
attestation report required hereunder shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the
Act and the Exchange Act. Such report must be available for general use and not contain restricted use language. Copies of all
statements delivered pursuant to this Section 11.9 shall be made available to any Privileged Person by the Certificate Administrator
posting such statement on the Certificate Administrator’s Website pursuant to Section 8.14(b).


 


For so long as any Other Securitization
Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt of such report from the Servicer, the
Special Servicer, the Certificate Administrator or any Servicing Function Participant, the Depositor and each Other Depositor may
review the report and, if applicable, consult with the Servicer, the Special Servicer or, for so long as any Other Securitization
Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator as to the nature of any defaults
by the Servicer, the Special Servicer, the Certificate Administrator or any Servicing Function Participant with which it has entered
into a servicing relationship with respect to the Trust Loan or any Companion Loan, as the case may be, in the fulfillment of any
of the Servicer’s, the Special Servicer’s, the Certificate Administrator’s or the applicable Servicing Function
Participants’ obligations hereunder or under the applicable sub-servicing agreement.


 


Section 11.10. Significant Obligor. If an Other Depositor has notified the Servicer in writing that a Property is a “significant
obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization Trust that includes
such Companion Loan and of the distribution date under the Other Pooling and Servicing Agreement, the Servicer shall, if the Servicer
is in receipt of (i) the updated financial statements of such “significant obligor” for any calendar quarter (other
than the fourth calendar quarter of any calendar year), beginning with the first calendar quarter following receipt of such notice
from the Other Depositor, or (ii) the updated financial statements of such “significant obligor” for any calendar year,
beginning with the calendar year following such notice from the Other Depositor, deliver to the Other Depositor and trustee for
the Other Securitization Trust, 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 such “significant obligor”, together with the net operating income
of such “significant obligor” for the applicable period as calculated by the Servicer in accordance with CREFC®
guidelines or (B) if such financial statement receipt occurs less than twelve (12) Business Days 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 such “significant obligor”, together with the net operating
income of such “significant obligor” for the applicable period as reported by the related Loan Borrower in such financial
statement.


 


If the Servicer does not receive
financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, of such
“significant obligor” within ten Business Days after the date such financial information is required to be delivered
under the Loan Documents, the Servicer shall notify the Other Depositor with respect


 



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to such Other Securitization Trust that includes
the related Companion Loan (and shall cause each applicable sub-servicing agreement to require any related Sub-Servicer to notify
such Other Depositor) that it has not received them. The Servicer shall use efforts consistent with the Accepted Servicing Practices
(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 Loan Borrower under the Loan Documents.


 


The Servicer shall (and shall
cause each applicable sub-servicing agreement to require any related Sub-Servicer to) retain written evidence of each instance
in which it (or a Sub-Servicer) attempts to contact the Loan Borrower to obtain the required financial information and is unsuccessful
and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed
with respect to the Other Securitization Trust, shall forward an Officer’s Certificate evidencing its attempts to obtain
this information to the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization Trust. This
Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, as specified in
the related Other Pooling and Servicing Agreement.


 


Section 11.11. Sarbanes-Oxley Backup Certification. For so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, the Certificate Administrator, the Servicer and the Special Servicer shall provide (and with respect to any
other Servicing Function Participant of such party, shall cause such Servicing Function Participant to provide) to the Person who
signs the Sarbanes-Oxley Certification with respect to such Other Securitization Trust (the “Certifying Person”)
no later than March 1st of the year following the year to which the Form 10-K of such Other Securitization Trust relates or, if
March 1st is not a Business Day, on the immediately following Business Day, a certification in the form attached to this Agreement
as Exhibit Z, on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such
entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”)
can reasonably rely. 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 11.11 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.


 


Section 11.12. Indemnification. Each of the Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall
indemnify and hold harmless the Depositor, each Other Depositor and any employee, director or officer of the Depositor or any Other
Depositor from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments and other costs and expenses incurred by such indemnified party arising out of (i) an actual breach by the Servicer,
the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, of its obligations under this Article 11
or (ii) negligence, bad faith or willful misconduct on the part of the Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, as applicable, in the performance of such obligations.


 


The Servicer, the Special Servicer
and the Certificate Administrator shall cause each Servicing Function Participant of such party that is not a Sub-Servicer set
forth on


 



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Exhibit X (and with respect to any Servicing Function Participant of such party that is a Sub-Servicer set
forth on Exhibit X, shall use commercially reasonable efforts to cause such Servicing Function Participant) to indemnify
and hold harmless the Depositor, each Other Depositor and any employee, director or officer of the Depositor or any Other Depositor
from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments and any other costs, fees and expenses incurred by such indemnified party arising out of (i) a breach of its obligations
to provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation reports pursuant
to the applicable sub-servicing agreement or (ii) negligence, bad faith or willful misconduct its part in the performance
of such obligations or (iii) any failure by a Servicing Party (as defined in Section 11.2(b)) to identify a Servicing
Function Participant pursuant to Section 11.2(c).


 


If the indemnification provided
for in, or contemplated by, either of the prior two paragraphs is unavailable or insufficient to hold harmless the Depositor, any
Other Depositor or any employee, director or officer of the Depositor or any Other Depositor, then the Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Additional Servicer or other Servicing Function Participant (the “Performing
Party”) shall contribute to the amount paid or payable to the indemnified party as a result of the losses, claims, damages
or liabilities of the indemnified party in such proportion as is appropriate to reflect the relative fault of the indemnified party
on the one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant
to this Article 11 (or breach of its obligations under the applicable sub-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 Servicer, the Special Servicer
and the Certificate Administrator shall cause each Servicing Function Participant of such party that is not a Sub-Servicer set
forth on Exhibit X (and with respect to any Servicing Function Participant of such party that is a Sub-Servicer set
forth on Exhibit X, shall use commercially reasonable efforts to cause such Servicing Function Participant) 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 Servicer, the Special Servicer or the Certificate Administrator.


 


Section 11.13. Amendments. This Article 11 may be amended by the parties hereto pursuant to Section 10.1 of this
Agreement for purposes of complying with Regulation AB, the Act or the Exchange Act 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 Confirmations or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this
Agreement.


 


Section 11.14. Termination of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement,
the Depositor or any Other Depositor may terminate the Certificate Administrator upon five Business Days’ notice if the Certificate
Administrator fails to comply with any of its obligations under this Article 11; provided that such termination shall
not be effective until a successor Certificate Administrator shall have accepted the appointment.


 






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Section 11.15. Termination of Sub-Servicing Agreements. For so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, each of the Servicer, the Certificate Administrator and the Trustee, as applicable, shall (i) cause
each Sub-Servicing Agreement to which it is a party to entitle the Depositor or any Other Depositor to terminate such agreement
(without compensation, termination fee or the consent of any other Person) at any time following any failure of the applicable
Sub-Servicer to any deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver under Regulation AB
or as otherwise contemplated by this Article 11 and (ii) promptly notify the Depositor and any Other Depositor following
any failure of the applicable Sub-Servicer to deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver
under Regulation AB or as otherwise contemplated by this Article 11. The Depositor and any Other Depositor is hereby authorized
to exercise the rights described in clause (i) of the preceding sentence in its sole discretion. The rights of the Depositor and
any Other Depositor to terminate a Sub-Servicing Agreement as aforesaid shall not limit any right the Servicer, the Certificate
Administrator or the Trustee, as applicable, may have to terminate such Sub-Servicing Agreement.


 


Section 11.16. Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan. (a)  Any
other provision of this Article 11 to the contrary notwithstanding, including, without limitation, any deadlines for delivery
set forth in this Article 11, in connection with the requirements contained in this Article 11 that provide for the
delivery of information and other items to, and the cooperation with, the Other Depositor and Other Exchange Act Reporting Party
of any Other Securitization Trust that includes a Companion Loan, no party hereunder shall be obligated to provide any such items
to or cooperate with such Other Depositor or Other Exchange Act Reporting Party (i) until the Other Depositor or Other Exchange
Act Reporting Party of such Other Securitization Trust has provided each party hereto with not less than 30 days written notice
(which shall only be required to be delivered once), and each such party shall be entitled to rely on such notice, setting forth
the contact information for such Person(s) and, except as regards the deliveries and cooperation contemplated by Section 11.7,
Section 11.8 and Section 11.9 of this Agreement, stating that such Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, and (ii) specifying in reasonable detail the information and other items not otherwise specified
in this Agreement that are requested to be delivered; provided that if Exchange Act reporting is being requested, such Other
Depositor or Other Exchange Act Reporting Party is only required to provide a single written notice to such effect. Any reasonable
cost and expense of the Servicer, Special Servicer, Trustee and Certificate Administrator in cooperating with such Other Depositor
or Other Exchange Act Reporting Party of such Other Securitization Trust (above and beyond their expressed duties hereunder) shall
be the responsibility of such Other Depositor or Other Securitization Trust. The parties hereto shall have the right to confirm
in good faith with the Other Depositor of such Other Securitization Trust as to whether applicable law requires the delivery of
the items identified in this Article 11 to such Other Depositor and Other Exchange Act Reporting Party of such Other Securitization
Trust prior to providing any of the reports or other information required to be delivered under this Article 11 in connection
therewith and (i) upon such confirmation, the parties shall comply with the deadlines for delivery set forth in this Article
11 with respect to such Other Securitization Trust or (ii) in the absence of such confirmation, the parties shall not
be required to deliver such items; provided that no such confirmation will be required in connection with any delivery of
the items contemplated by Section 11.7, Section 11.8 and Section 11.9 of this Agreement. Such confirmation
shall be


 



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deemed given if the Other Depositor or Other Exchange Act Reporting Party for the Other Securitization Trust provides
a written statement to the effect that the Other Securitization Trust is subject to the reporting requirements of the Exchange
Act and the appropriate party hereto receives such written statement. The parties hereunder shall also have the right to require
that such Other Depositor provide them with the contact details of such Other Depositor, Other Exchange Act Reporting Party and
any other parties to the Other Pooling and Servicing Agreement relating to such Other Securitization Trust.


 


(b)           Each of the Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior written
request given in accordance with the terms of Section 11.16(a) above, and subject to a right of the Servicer, Special Servicer,
the Certificate Administrator or Trustee, as the case may be, to review and approve such disclosure materials, permit the Companion
Loan Holders to use such party’s description contained in the Offering Circular (updated as appropriate by the Servicer,
the Special Servicer, Certificate Administrator or Trustee, as applicable, at the reasonable cost of the Other Depositor) for inclusion
in the disclosure materials relating to any securitization of a Companion Loan.


 


(c)            The Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request
given in accordance with the terms of Section 11.16(a) above, shall each timely provide (to the extent the reasonable
cost thereof is paid or caused to be paid by the requesting party) to the Other Depositor and any underwriters with respect to
any securitization transaction that includes a Companion Loan such opinion(s) of counsel, certifications and/or indemnification
agreement(s) with respect to the updated description referred in Section 11.16(b) with respect to such party, substantially
identical to those, if any, delivered by the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as the
case may be, or their respective counsel, in connection with the information concerning such party in the Offering Circular and/or
any other disclosure materials relating to this Trust (updated as deemed appropriate by the Servicer, the Special Servicer, the
Trustee or the Certificate Administrator, or their respective legal counsel, as the case may be, and sufficient to comply with
Regulation AB). None of the Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall be obligated to
deliver any such item with respect to the securitization of a Companion Loan if it did not deliver a corresponding item with respect
to this Trust.


 


Article 12



REMIC ADMINISTRATION


 


Section 12.1.   REMIC Administration. (a)  The parties intend that each of the Lower-Tier REMIC and the Upper-Tier REMIC
shall constitute, and that the affairs of each of the Lower-Tier REMIC and the Upper-Tier REMIC shall be conducted so as to qualify
it as, a REMIC, and the provisions hereof shall be interpreted consistently with this intention.


 


(b)           The Certificate Administrator shall make or cause to be made an election on behalf of each of the Lower-Tier REMIC and the
Upper-Tier REMIC to treat the segregated pool of assets constituting such Trust REMIC as a REMIC under the Code. Each such election


 



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shall be made on IRS Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day
of the calendar year in which the Certificates are issued.


 


(c)            The Closing Date is hereby designated as the “Startup Day” of each of the Lower-Tier REMIC and the Upper-Tier
REMIC within the meaning of Section 860G(a)(9) of the Code. The “latest possible maturity date” of the Regular Certificates
and the Uncertificated Lower-Tier Interests for the purposes of Section 860G(a)(1) of the Code is the date that is the Rated
Final Distribution Date.


 


(d)           The Certificate Administrator shall prepare or cause to be prepared and timely produced to the Trustee to sign (and the
Trustee shall timely sign) and file or cause to be filed with the IRS, on behalf of each of the Lower-Tier REMIC and the Upper-Tier
REMIC, an application for a taxpayer identification number for such Trust REMIC on IRS Form SS-4 or obtain such number by other
permissible means. Within thirty days of the Closing Date, the Certificate Administrator shall furnish or cause to be furnished
to the IRS, on IRS Form 8811 or as otherwise may be required by the Code, the name, title and address of the Persons that Holders
of the Certificates may contact for tax information relating thereto (and the Certificate Administrator shall act as the representative
of each of the Lower-Tier REMIC and the Upper-Tier REMIC for this purpose), together with such additional information as may be
required by such Form, and shall update such information at the time or times and in the manner required by the Code (and the Depositor
agrees within ten (10) Business Days of the Closing Date to provide any information reasonably requested by the Servicer or the
Certificate Administrator and necessary to make such filing). The Certificate Administrator shall be responsible for the preparation
of the related IRS Form W-9, if such form is requested. The Trustee shall be entitled to rely on the information contained therein,
and is hereby directed to execute such IRS Form W-9; provided, however, the Certificate Administrator shall also be directed
to execute such IRS Form W-9 (in lieu of the Trustee) if permitted by IRS regulations.


 


(e)            The Certificate Administrator shall pay without any right of reimbursement the ordinary and usual expenses in connection
with the preparation, filing and mailing of tax information reports and returns that are incurred by it in the ordinary course
of its business, but extraordinary or unusual expenses, costs or liabilities incurred in connection with its tax-related duties
under this Agreement, including without limitation any expenses, costs or liabilities associated with audits or any administrative
or judicial proceedings with respect to the Lower-Tier REMIC or the Upper-Tier REMIC that involve the IRS or state tax authorities,
shall be reimbursable from the Trust Fund.


 


(f)            The Certificate Administrator shall prepare, or cause to be prepared, timely furnish or cause to be furnished to the Trustee
to sign (and the Trustee shall timely sign), and the Certificate Administrator shall file or cause to be filed all federal, state
and local income or franchise or other tax and information returns for each of the Lower-Tier REMIC and the Upper-Tier REMIC as
the direct representative for such Trust REMIC. Except as provided in Section 11.1(e), the expenses of preparing and
filing such returns shall be borne by the Certificate Administrator. The Depositor shall provide on a timely basis to the Certificate
Administrator or its designee such information with respect to each of the Lower-Tier REMIC and the Upper-Tier REMIC as is in its
possession, and is reasonably requested by the Certificate Administrator to enable it to perform its obligations under this subsection,
and the Certificate


 



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Administrator shall be entitled to rely on such information in the performance of its obligations hereunder.


 


(g)           The Certificate Administrator shall perform on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC all reporting
and other tax compliance duties that are the responsibility of such Trust REMIC under the Code, the REMIC Provisions, or other
compliance guidance issued by the IRS or any state or local taxing authority. Among its other duties, the Certificate Administrator
shall provide (i) to the IRS or other Persons (including, but not limited to, the transferor of a Class R Certificate
to a Disqualified Organization or to an agent that has acquired a Class R Certificate on behalf of a Disqualified Organization)
such information as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Disqualified
Organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions.
The Depositor shall provide on a timely basis (and in no event later than 30 days after the Certificate Administrator’s request)
to the Certificate Administrator or its designee such information with respect to each of the Lower-Tier REMIC and the Upper-Tier
REMIC as is in its possession and is reasonably requested in writing by the Certificate Administrator to enable it to perform its
obligations under this subsection.


 


(h)           The Holder of the Class R Certificates holding the largest Percentage Interest therein 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) of the Upper-Tier REMIC and the Lower-Tier REMIC.
The duties of the Tax Matters Persons and “partnership representative” for the Upper-Tier REMIC and the Lower-Tier
REMIC are hereby delegated to the Certificate Administrator as agent for the related Tax Matters Person or “partnership representative”,
and the Class R Certificateholders, by acceptance of the Class R Certificates, agree, on behalf of themselves and all
successor holders of such Class R Certificates, to such delegation to the Certificate Administrator as its agent and attorney
in fact.


 


(i)            The Certificate Administrator, the Holders of the Class R Certificates, the Servicer and the Special Servicer shall
perform their obligations under this Agreement and the REMIC Provisions in a manner consistent with the status of each of the Lower-Tier
REMIC and the Upper-Tier REMIC as a REMIC.


 


(j)            The Certificate Administrator, any Holder of the Class R Certificates, the Servicer and the Special Servicer shall
not take any action or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to take any action, within their respective control
and the scope of their specific respective duties under this Agreement that, under the REMIC Provisions, could reasonably be expected
to (i) cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or (ii) unless permitted
under Section 11.2(a), result in the imposition of a tax upon either the Lower-Tier REMIC or the Upper-Tier REMIC (including
but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on prohibited
contributions as defined in Section 860G(d) of the Code (any such result in clause (i) or (ii), an “Adverse
REMIC Event”)) unless (A) the Certificate Administrator and the Servicer have received a Nondisqualification Opinion
(at the expense of the party seeking to take such action or of the Trust Fund if taken for the benefit of the Certificateholders)
with respect to


 



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such action or (B) the Certificate Administrator and the Servicer have received an opinion (at the expense
of the party seeking to take such action or of the Trust Fund if taken for the benefit of the Certificateholders) to the effect
that such action will not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC and that no tax
will actually be imposed.


 


(k)            Any and all federal, state and local taxes imposed on the Upper-Tier REMIC or the Lower-Tier REMIC or its assets or transactions,
including, without limitation, “prohibited transaction” taxes as defined in Section 860F of the Code, and any
tax on contributions imposed by Section 860G(d) of the Code, shall be paid from the Collection Account; provided that
the Servicer, upon two (2) days prior written notice, shall remit from the Collection Account to the Certificate Administrator
the amount of any such tax that the Certificate Administrator notifies the Servicer is due; provided, further, if
such taxes shall have been imposed on account of the willful misconduct, bad faith or negligence of any party hereto, or in connection
with the breach of any representation or warranty made by any party hereto in this Agreement, then such taxes shall be paid by
such party.


 


(l)             The Certificate Administrator shall, for federal income tax purposes, maintain books and records with respect to the Lower-Tier
REMIC and the Upper-Tier REMIC on a calendar year and on an accrual basis. Notwithstanding anything to the contrary contained herein
or in the Mortgage Loan Documents (but subject to Section 1.3), all amounts collected on the Trust Loan shall, for
federal income tax purposes, be allocated first to interest due and payable on the Trust Loan (including interest on overdue interest)
other than Default Interest. The books and records must be sufficient concerning the nature and amount of the investments of the
Lower-Tier REMIC and the Upper-Tier REMIC to show that such Trust REMIC has complied with the REMIC Provisions.


 


(m)           None
of the Certificate Administrator, the Trustee, the Servicer or the Special Servicer shall enter into any arrangement by which
either the Lower-Tier REMIC or the Upper-Tier REMIC will receive a fee or other compensation for services.


 


(n)            In order to enable the Certificate Administrator to perform its duties as set forth herein, the Depositor shall provide,
or cause to be provided, to the Certificate Administrator within ten (10) days after the Closing Date, all information or data
that the Certificate Administrator reasonably determines to be relevant for tax purposes on the valuations and offering prices
of the Certificates, including, without limitation, the yield, issue prices, pricing prepayment assumption and projected cash flows
of the Regular Certificates and the Class R Certificates, as applicable, and the projected cash flows on the Trust Loan. Thereafter,
the Depositor, the Trustee, the Servicer and the Special Servicer shall provide to the Certificate Administrator, promptly upon
request therefor, any such additional information or data that the Certificate Administrator may, from time to time, reasonably
request in order to enable the Certificate Administrator to perform its duties as set forth herein. The Certificate Administrator
is hereby directed to use any and all such information or data provided by the Trustee, the Depositor, the Servicer and the Special
Servicer in the preparation of all federal, state or local income, franchise or other tax and information returns and reports for
each of the Lower-Tier REMIC and the Upper-Tier REMIC to Certificateholders as required herein. The Depositor hereby indemnifies
the Certificate Administrator for any losses, liabilities, damages, claims or expenses of the Certificate Administrator arising
from any errors or miscalculations of the


 



    -238-


     


    

 


Certificate Administrator pursuant to this Section 11.1 that result from
any failure of the Depositor to provide or to cause to be provided, accurate information or data to the Certificate Administrator
(but not resulting from the methodology employed by the Certificate Administrator) on a timely basis and such indemnifications
shall survive the termination of this Agreement and the termination of the Certificate Administrator.


 


The Certificate Administrator
agrees that all such information or data so obtained by it shall be regarded as confidential information and agrees that it shall
use its best reasonable efforts to retain in confidence, and shall ensure that its officers, employees and representatives retain
in confidence, and shall not disclose, without the prior written consent of the Depositor, any or all of such information or data,
or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such information or data without
the prior written consent of the Depositor, unless such information is generally available to the public (other than as a result
of a breach of this Section) or is required by law or applicable regulations to be disclosed.


 


Section 12.2.   Foreclosed Property. (a)  The parties hereto acknowledge and understand that if the Trust Fund were to
acquire the Property as Foreclosed Property and were to own and operate that Property in a manner consistent with the manner in
which the Property is currently owned and operated by the Mortgage Loan Borrower, through a Successor Manager, some portion or
all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure
property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates.


 


In determining whether to acquire
and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trust hereunder, shall take these circumstances
into account and shall only acquire such Foreclosed Property if it determines, in its reasonable judgment (after, consultation
with counsel, at the expense of the Trust Fund), that either (i) there is a commercially feasible alternative method of administering
such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the
likely recovery with respect to operating the Foreclosed Property on behalf of the Trust Fund, after taking into account any such
taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, will exceed the likely recovery to the Trust
Fund and the Companion Loan Holders if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold
the Foreclosed Property. If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trust,
if the Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement
or replace the Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so
that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable
efforts, the Special Servicer determines that it is in the best interests of Certificateholders, the Companion Loan Holders on
a net after-tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive,
based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer
shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately,
and shall pay or retain or cause to be paid or retained from


 



    -239-


     


    

 


Foreclosure Proceeds such amounts as are necessary to pay such tax
or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4.


 


Without limiting the generality
of the foregoing, the Special Servicer shall not, to the extent within its power:


 


(i)           permit the Trust Fund to enter into, renew or extend any New Lease with respect to the Foreclosed 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 the Foreclosed 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 improvements was completed before default
on the Trust Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


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


 


(b)          The Special Servicer, acting on behalf of the Trustee hereunder, shall make reasonable efforts to sell the Foreclosed Property
for its fair market value in accordance with Section 3.15. In any event, however, the Special Servicer, acting on behalf
of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close
of the third calendar year following the year in which the Acquisition Date occurs unless the Special Servicer, on behalf of the
Trust, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such Foreclosed
Property or an opinion of counsel to the effect that the holding by the Trust of the Foreclosed Property for an additional specified
period will neither result in the imposition of taxes on “prohibited transactions” of the Trust Fund as defined in
Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time
that the Certificates are outstanding, in which event such period shall be extended by such additional specified period, with the
expenses of obtaining any such extension of time being an expense of the Trust Fund. If the Special Servicer, on behalf of the
Trust, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust hereunder,
shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits
(the “Extended Period”). If the Special Servicer, acting on behalf of the Trust, has not received such an Extension
and the Special Servicer, acting on behalf of the Trust hereunder, is unable to sell the Foreclosed Property, within the foregoing
period or if the Special Servicer, acting on behalf of the Trust hereunder, has received such an Extension, and the Special Servicer,
acting on behalf of the Trust hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer
shall, before the end of the above-referenced period or the Extended Period, as the case may be, auction the Foreclosed


 



    -240-


     


    

 


Property
to the highest bidder (which may be the Special Servicer) in accordance with Accepted Servicing Practices.


 


(c)          Within thirty (30) days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate
Administrator and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the
date the related Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such
Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated
from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or
Trustee may reasonably request.


 


Section 12.3.   Prohibited Transactions and Activities. The Special Servicer, on behalf of the Trust Fund, shall not permit the sale
or disposition of the Trust Loan at a time when the Trust Loan is not the subject of a breach of a representation or is not in
default or default with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the bankruptcy
or insolvency of the Lower-Tier REMIC or (ii) the termination of the Lower-Tier REMIC in a “qualified liquidation”
as defined in Section 860F(a)(4) of the Code), nor acquire any assets for either the Lower-Tier REMIC or the Upper-Tier REMIC
(other than Foreclosed Property), nor sell or dispose of any investments in the Collection Account or Distribution Account for
gain, nor receive any amount representing a fee or other compensation for services, nor accept any contributions to either the
Lower-Tier REMIC or the Upper-Tier REMIC (other than a cash contribution during the three-month period beginning on the Startup
Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect
that such disposition, acquisition, substitution or acceptance will not (a) cause either the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC, or adversely affect the status of the Regular Certificates as representing regular interests
therein, (b) affect the distribution of interest or principal on the Certificates, (c) result in the encumbrance of the
assets transferred or assigned to either the Lower-Tier REMIC or the Upper-Tier REMIC (except pursuant to the provisions of this
Agreement), or (d) cause either the Lower-Tier REMIC or the Upper-Tier REMIC to be subject to a tax on “prohibited transactions”
or “prohibited contributions” pursuant to the REMIC Provisions.


 


Section 12.4.   Indemnification with Respect to Certain Taxes and Loss of REMIC Status.


 


(a)          If either the Lower-Tier REMIC or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs
state or local taxes, or a tax as a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions
due to the willful misconduct, bad faith or negligent performance by the Certificate Administrator of its duties and obligations
specifically set forth herein, or by reason of the Certificate Administrator’s negligent disregard of its obligations and
duties thereunder, the Certificate Administrator shall indemnify the Trust against any and all losses, claims, damages, liabilities
or expenses (“Losses”) resulting therefrom; provided, however, the Certificate Administrator shall
not be liable for any such Losses attributable to the action or inaction of the Servicer, the Special Servicer, the Depositor,
or the Holders of the Class R Certificates nor for any such Losses resulting from misinformation provided by the Holders of
the Class R Certificates, the Servicer, the Special Servicer, or the Depositor, on which the Certificate Administrator has
relied. The


 



    -241-


     


    

 


foregoing shall not be deemed to limit or restrict the rights and remedies of successor Holders of the Class R
Certificates at law or in equity.


 


If either the Lower-Tier REMIC
or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or a tax as a
result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions due to the willful misconduct,
bad faith or negligent performance of the Servicer or the Special Servicer in the performance of its duties and obligations set
forth herein, or by reason of the Servicer’s or Special Servicer’s negligent disregard of its obligations and duties
thereunder, the Servicer or the Special Servicer, as the case may be, shall indemnify the Trust Fund against any and all losses
resulting therefrom; provided, however, the Servicer or the Special Servicer, as the case may be, shall not be liable
for any such losses attributable to the action or inaction of the Certificate Administrator, the Depositor, the Holders of the
Class R Certificates nor for any such losses resulting from misinformation provided by the Certificate Administrator, the
Depositor or the Holders of the Class R Certificates on which the Servicer or the Special Servicer, as the case may be, has
relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of any successor Holders of the Class R
Certificates at law or in equity


 


[signature
pageS follow]


 




    -242-


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized
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 Servicer




	 	 	 
	 	By:	/s/
                                         Nachette Hadden
			Name:
                                         Nachette Hadden
 Title:   Director


 





	 	COHEN
                                         FINANCIAL, A DIVISION OF SUNTRUST BANK, as Special Servicer




	 	 	 
	 	By:	/s/
                                         Timothy A. Mazzetti
			Name:
                                         Timothy A. Mazzetti

                                         Title:   Senior Vice President


 





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	 	WILMINGTON
                                         TRUST, NATIONAL ASSOCIATION, as Trustee




	 	 	 
	 	By:	/s/
                                         Dorri Costello
			Name:
                                         Dorri Costello

                                         Title:   Vice President


  





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator and Custodian




	 	 	 
	 	By:	/s/
                                         Amy Mofsenson
			Name:
                                         Amy Mofsenson

                                         Title:   Vice President


 





	 	PARK
                                         BRIDGE LENDER SERVICES LLC, as Operating Advisor




	 	 	 
	 	By:	/s/
                                         Robert J. Spinna, Jr.
			Name:
                                         Robert J. Spinna, Jr.

                                         Title:   Managing Member


 


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	STATE OF New York	)	 
	 	)	ss:
	COUNTY OF New York	)	 


 





On
this 10th day of November 2017, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned
and sworn, personally appeared Leah Nivison, to me known who, by me duly sworn, did depose and acknowledge before me and
say that s/he resides at _____________________________________________; that s/he is the CEO of GS Mortgage Securities
Corporation II, a Delaware corporation, the entity described in and that executed the foregoing instrument; and that s/he signed
her/his name thereto under authority of the board of directors of said entity and on behalf of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 





	 	/s/
    Artrisa Y. Williams
	 	NOTARY
                                         PUBLIC in and for the

                                         State of New York






 





	My
    commission expires:	 
	 	 
	5/24/2021	 
	 	 
	Artrisa
    Y. Williams	 
	Notary Public, State
    of New York	 
	No. 01WI6124039	 
	Qualified in New
    York County	 
	Commission Expires
    May 24, 2021	 


 


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	STATE OF NORTH CAROLINA	)	 
	 	)	: ss.
	COUNTY OF MECKLENBURG	)	 


 





On
this 6 day of November, 2017, personally appeared before me Nachette Hadden, to me known (or proved to me on the basis of satisfactory
evidence) to be a Director of Wells Fargo Bank, National Association, a national banking association, that executed the within
and foregoing instrument, and acknowledged that said instrument to be the free and voluntary act and deed of said entity, for
the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument, and that by her
signature on the instrument the entity upon behalf of which she acted, executed the instrument.


 





	 	/s/
    Erica L Smith
	 	Notary

    Name:


 





	My
    commission expires:	 
	 	 
	ERICA
    L SMITH	 
	Notary
    Public	 
	MECKLENBURG
    COUNTY, NC	 
	My
    Commission Expires 07-20-2022	 


 


GSMS 2017-500K: TRUST AND SERVICING AGREEMENT


 






     


     


    

 





	STATE OF KANSAS	)	 
	 	)	ss:
	COUNTY OF JOHNSON	)	 


 





On
this 6th day of November 2017, before me, the undersigned, a Notary Public in and for the State of Kansas, duly commissioned
and sworn, personally appeared Timothy A. Mazzetti, to me known who, by me duly sworn, did depose and acknowledge before me and
say that s/he resides at Leawood KS; that s/he is the Senior Vice President of Cohen Financial, a Division of Suntrust Bank, a
national banking association, the entity described in and that executed the foregoing instrument; and that s/he signed her/his
name thereto under authority of the board of directors of said entity and on behalf of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 





	CHARLA HETHERINGTON	/s/
    Charla Hetherington
	Notary
    Public – State of Kansas	NOTARY
                                         PUBLIC in and for the




	My Appointment Expires
    8/22/21	State
    of KS
	 	 
	My Commission
    expires:	 
	 	 
	08/22/21	 


 


GSMS 2017-500K: TRUST AND SERVICING AGREEMENT


 






     


     


    

 





	STATE OF DELAWARE	)	 
	 	)	ss:
	COUNTY OF NEW CASTLE	)	 


 





On
this 8th day of November 2017, before me, the undersigned, a Notary Public in and for the State of Delaware, duly commissioned
and sworn, personally appeared Dorri Costello, to me known who, by me duly sworn, did depose and acknowledge before me and say
that she resides at 1100 North Market Street, Wilmington, DE 19801; that she is the Vice President of Wilmington Trust, National
Association, a national banking association, the entity described in and that executed the foregoing instrument and that she signed
her name thereto under authority of said entity and on behalf of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 





	 	/s/
    Alexander Gerace
	 	NOTARY
                                         PUBLIC in and for the

                                         State of Delaware






 





	[SEAL]	ALEXANDER
    GERACE
	 	NOTARY PUBLIC
	My
    Commission expires:	STATE OF DELAWARE
	 	MY COMMISSION EXPIRES
    January 30, 2019
	 	 


 


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	STATE OF	)	 
	 	)	ss:
	COUNTY OF	)	 


 





On
this 3rd day of November 2017, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned
and sworn, personally appeared Amy Mofsenson, to me known who, by me duly sworn, did depose and acknowledge before me and say
s/he is the Vice President of Wells Fargo Bank, National Association, a national banking association, the entity described in
and that executed the foregoing instrument; and that s/he signed her/his name thereto under authority of the board of directors
of said entity and on behalf of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 





	 	/s/
    Janet M. Jolley
	 	NOTARY
                                         PUBLIC in and for the

                                         State of _______________






 





		
	My
    Commission expires:	JANET M. JOLLEY
	 	Notary Public,
    State     of New York
	 	No. 01JO6121000
	 	Qualified in Kings
    County
	 	Commission Expires
    Jan. 3, 2021


 


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	STATE
    OF New York	)	 
	 	)	ss:
	COUNTY OF New York	)	 


 


On
this 3rd day of November 2017, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned
and sworn, personally appeared Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose and acknowledge before me
that he is a Managing Member of Park Bridge Financial LLC, which is the sole member of Park Bridge Advisors LLC, which in turn
is the sole member of Park Bridge Lender Services LLC, the entity described in and that executed the foregoing instrument; and
that he signed his name thereto under authority of said entity and on behalf of such entity.


 





	 	/s/
    Cathy Pampinella
	 	NOTARY
                                         PUBLIC in and for the

                                         State of NY






 





	[SEAL]	CATHY
    PAMPINELLA 
	 	Notary
    Public, State of New York
	My
    Commission expires:	Registration
    #01PA6303022
	 	Qualified
    in Suffolk County
	 	Commission
    Expires May 12, 2018










 


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EXHIBIT A-1


 


FORM OF CLASS A CERTIFICATES


 


CLASS A


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE GUARANTOR, THE BORROWER SPONSORS, THE MORTGAGE LOAN BORROWERS, THE SERVICER,
THE SPECIAL SERVICER, THE


 





 



 


1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3
Global Certificate legend.



 






    Exhibit A-1-1


     


    

 


OPERATING ADVISOR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASERS, THE SPONSOR OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


 


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 ARE “ACCREDITED INVESTORS” WITHIN THE MEANING
OF 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 TITLE I 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, LOCAL OR NON-U.S. LAW THAT IS, TO A MATERIAL
EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO


 






    Exhibit A-1-2


     


    

 


ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR 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 CODE SECTIONS 860G(a)(1) AND 860D.


 






    Exhibit A-1-3


     


    

 


WORLDWIDE PLAZA TRUST 2017-WWP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-WWP, CLASS A


 


	Pass-Through Rate: 3.5263%	 	 
	 	 	 
	First Distribution Date: December 12, 2017	 	 
	 	 	 
	Aggregate Initial Certificate Balance of the Class A Certificates:  $270,078,000	 	Rated Final Distribution Date: November 2036
	 	 	 
	CUSIP:    98162J AA44

        U4600J AA95

98162J AB26
	 	Initial Certificate Balance of this
 Certificate:    $[______][QIB]

         $[______][Reg S]
  $[______][IAI]

	 	 	 
	ISIN:       US98162JAA437

        USU4600JAA988

US98162JAB269
	 	 
	 	 	 
	Common Code: [_]	 	 
	 	 	 
	No.:  A-[1]	 	 


 


This certifies that [Cede
& Co.]10 is the registered owner
of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the
Class A Certificates. The Trust Fund consists primarily of four notes secured by certain Collateral held in trust by the Certificate
Administrator on behalf of the Trustee issued by multiple special purpose entities evidencing a fixed rate loan (the “Trust
Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class X-A,
Class B, Class C, Class D, Class E, Class F, Class HRR and Class R Certificates (collectively with the Class A Certificates,
the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively
referred to herein as “Certificateholders”).


 





 



 


4
For Rule 144A Certificates.


 


5
For Regulation S Certificates.


 


6
For IAI Certificates.


 


7
For Rule 144A Certificates.


 


8
For Regulation S Certificates.


 


9
For IAI Certificates.


 


10
For Global Certificate only.


 






    Exhibit A-1-4


     


    

 



This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of November 10, 2017 (the
“Trust and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo
Bank, National Association, as servicer, Cohen Financial, a Division of SunTrust Bank, as special servicer, Wilmington Trust, National
Association as trustee, Wells Fargo Bank, National Association, as custodian and as certificate administrator, and Park Bridge
Lender Services LLC, as operating advisor. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Trust and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Section 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in December 2017 (each such date, a “Distribution Date”), to the Person in whose name this
Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the month
preceding the calendar month in which the applicable Distribution Date occurs, 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, any Yield Maintenance Premiums then distributable, if any, and any other amounts distributable to the Class A Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business
Days prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified
by the Certificate Administrator in the notice to Certificateholders of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated


 






    Exhibit A-1-5


     


    

 


transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders,
in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended
from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating
Advisor and the Trustee with the consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing,
in each case, not less than 51% 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 Trust and Servicing Agreement or of modifying in any manner
the rights of the Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or delay
the timing of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter in any manner
the liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or the Trustee to make
an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage Interests of Certificateholders
that are required to consent to any action or inaction under the Trust and Servicing Agreement; (5) adversely affect the Controlling
Class Representative without the consent of 100% of the Controlling Class Certificateholders; or (6) amend the Section 10.1 of
the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing Agreement may be made
that changes in any manner the obligations of the Sponsors under the Loan Purchase Agreement without the consent of the Sponsors,
and the Trustee, Servicer, Special Servicer, Operating Advisor, Certificate Administrator or Custodian may, but will not be obligated
to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights, duties or immunities or
creates any additional liability for the Trustee, Servicer, Special Servicer, Operating Advisor, Certificate Administrator or Custodian
under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing Agreement unless the
Certificate Administrator, the Trustee, the Custodian, the Operating Advisor, the Servicer and the Special Servicer have first
received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense if the
Trustee or the Certificate Administrator is the requesting party) to the effect that the amendment is authorized or permitted under
the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the exercise of any power
granted to the Servicer, the Special Servicer, the Depositor, the Certificate


 






    Exhibit A-1-6


     


    

 


Administrator,
the Trustee or any other specified person in accordance with the amendment, will not result in an Adverse REMIC Event.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates (other than
the obligation to make certain payments to the Companion Loan Holders and the obligation of the Certificate Administrator to make
certain payments to Certificateholders after the final Distribution Date, and other than the obligation of the Certificate Administrator
to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the Trust Fund for
such period of time as it maintains its own books and records and other than the indemnification rights and obligations of the
parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution
Date pursuant to Article 9 of the Trust and Servicing Agreement following the later of (i) the final payment on
the Certificates or (ii)  the liquidation of the Whole Loan (including, without limitation, the sale of the Whole Loan pursuant
to the Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Properties
and all other Collateral for the Whole Loan; provided, however, that in no event shall the Trust 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’s, living on the date of execution of the Trust and Servicing Agreement. Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.


 






    Exhibit A-1-7


     


    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: November 10, 2017


 





	 	Wells
Fargo Bank, National Association, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer







 


Certificate of Authentication


 


This is one of the Class
A Certificates referred to in the Trust and Servicing Agreement.


 


Dated: November 10, 2017


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer






  






    Exhibit A-1-8


     


    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary
Regulation S Global Certificate] [Regulation S Global Certificate] [Definitive Certificate] have been made:


 


	Date of Exchange or Payment of Principal 	 	Certificate Balance Prior to Exchange or Payment 	 	Certificate Balance Exchanged or Principal Payment Made 	 	Type of Certificate Exchanged for 	 	Remaining Certificate Balance Following Such Exchange or Payment 	 	Notation Made by 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



 






    Exhibit A-1-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________
__________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and
hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the
Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 






    Exhibit A-1-10


     


    

  


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by ___________________________________________________________________________ the Assignee(s) named above,
or ________________________________________________ as its (their) agent.





	 	 	 	 
	 	By:	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer Identification Number:


 






    Exhibit A-1-11


     


    

 


EXHIBIT A-2


 


FORM OF CLASS X-A CERTIFICATES


 


CLASS X-A


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE GUARANTOR, THE BORROWER SPONSORS, THE MORTGAGE LOAN BORROWERS, THE SERVICER,
THE SPECIAL SERVICER, THE


 





 



 


1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3
Global Certificate legend.



 






    Exhibit A-2-1


     


    

 


OPERATING ADVISOR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASERS, THE SPONSOR OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS A CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT.


 


THIS CLASS X-A CERTIFICATE WILL NOT
BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


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 ARE “ACCREDITED INVESTORS” WITHIN THE MEANING
OF 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 TITLE I 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, LOCAL OR NON-


 






    Exhibit A-2-2


     


    

 


U.S. LAW THAT IS, TO A MATERIAL
EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR 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 CODE SECTIONS 860G(a)(1) AND 860D.


 






    Exhibit A-2-3


     


    

 


WORLDWIDE PLAZA TRUST 2017-WWP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-WWP, CLASS X-A


 


	Pass-Through Rate: Variable IO4	 	 
	 	 	 
	First Distribution Date: December 12, 2017	 	 
	 	 	 
	Aggregate Initial Notional Amount of the Class X-A Certificates:  $270,078,000	 	Rated Final Distribution Date: November 2036
	 	 	 
	CUSIP:  98162J AC0 5

        U4600J AB76

98162J AD87
	 	Initial Notional Amount of this
 Certificate:    $[______][QIB]

         $[______][Reg S]
  $[______][IAI]

	 	 	 
	ISIN:     US98162JAC098

        USU4600JAB719

US98162JAD8110
	 	 
	 	 	 
	Common Code: [_]	 	 
	 	 	 
	No.:  X-A-[1]	 	 


 


This certifies that [Cede
& Co.]11 is the registered owner
of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the
Class X-A Certificates. The Trust Fund consists primarily of four notes secured by certain Collateral held in trust by the
Certificate Administrator on behalf of the Trustee issued by multiple special purpose entities evidencing a fixed rate loan (the
“Trust Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are
the Class A, Class B, Class C, Class D, Class E, Class F, Class HRR and Class R Certificates (collectively with the Class X-A
Certificates, the


 





 



 


4
The Initial Pass-Through Rate on the Class X-A Certificates is 0.0692%.


 


5
For Rule 144A Certificates.


 


6
For Regulation S Certificates.


 


7
For IAI Certificates.


 


8
For Rule 144A Certificates.


 


9
For Regulation S Certificates.


 


10
For IAI Certificates.


 


11
For Global Certificate only.



 






    Exhibit A-2-4


     


    

 


“Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of November 10, 2017 (the
“Trust and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo
Bank, National Association, as servicer, Cohen Financial, a Division of SunTrust Bank, as special servicer, Wilmington Trust, National
Association as trustee, Wells Fargo Bank, National Association, as custodian and as certificate administrator, and Park Bridge
Lender Services LLC, as operating advisor. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Trust and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Section 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in December 2017 (each such date, a “Distribution Date”), to the Person in whose name this
Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the month
preceding the calendar month in which the applicable Distribution Date occurs, 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, any Yield Maintenance Premiums then distributable, if any, and any other amounts distributable to the Class A Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business
Days prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified
by the Certificate Administrator in the notice to Certificateholders of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator.


 






    Exhibit A-2-5


     


    

 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders,
in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended
from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating
Advisor and the Trustee with the consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing,
in each case, not less than 51% 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 Trust and Servicing Agreement or of modifying in any manner
the rights of the Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or delay
the timing of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter in any manner
the liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or the Trustee to make
an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage Interests of Certificateholders
that are required to consent to any action or inaction under the Trust and Servicing Agreement; (5) adversely affect the Controlling
Class Representative without the consent of 100% of the Controlling Class Certificateholders; or (6) amend the Section 10.1 of
the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing Agreement may be made
that changes in any manner the obligations of the Sponsors under the Loan Purchase Agreement without the consent of the Sponsors,
and the Trustee, Servicer, Special Servicer, Operating Advisor, Certificate Administrator or Custodian may, but will not be obligated
to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights, duties or immunities or
creates any additional liability for the Trustee, Servicer, Special Servicer, Operating Advisor, Certificate Administrator or Custodian
under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing Agreement unless the
Certificate Administrator, the Trustee, the Custodian, the Operating Advisor, the Servicer and the Special Servicer have first
received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense if the
Trustee or the Certificate Administrator is the requesting party) to the effect that the amendment is authorized or permitted under
the Trust and


 






    Exhibit A-2-6


     


    

 


Servicing
Agreement and all conditions precedent have been met and that the amendment or the exercise of any power granted to the Servicer,
the Special Servicer, the Depositor, the Certificate Administrator, the Trustee or any other specified person in accordance with
the amendment, will not result in an Adverse REMIC Event.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates (other than
the obligation to make certain payments to the Companion Loan Holders and the obligation of the Certificate Administrator to make
certain payments to Certificateholders after the final Distribution Date, and other than the obligation of the Certificate Administrator
to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the Trust Fund for
such period of time as it maintains its own books and records and other than the indemnification rights and obligations of the
parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution
Date pursuant to Article 9 of the Trust and Servicing Agreement following the later of (i) the final payment on
the Certificates or (ii)  the liquidation of the Whole Loan (including, without limitation, the sale of the Whole Loan pursuant
to the Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Properties
and all other Collateral for the Whole Loan; provided, however, that in no event shall the Trust 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’s, living on the date of execution of the Trust and Servicing Agreement. Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.


 






    Exhibit A-2-7


     


    

 




 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: November 10, 2017


 





	 	Wells
Fargo Bank, National Association, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer







 


Certificate of Authentication


 


This is one of the Class X-A
Certificates referred to in the Trust and Servicing Agreement.


 


Dated: November 10, 2017


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer






  






    Exhibit A-2-8


     


    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following exchanges of a part of this
[Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate] [Definitive Certificate]
have been made:


 


	Date
        of Exchange 	 	Notional
        Amount Prior to Exchange 	 	Notional
        Amount Exchanged 	 	Type
        of Certificate Exchanged for 	 	Remaining
        Notional Amount Following Such Exchange 	 	Notation
        Made by 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



 






    Exhibit A-2-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________
__________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and
hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the
Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 






    Exhibit A-2-10


     


    

  


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by ___________________________________________________________________________ the Assignee(s) named above,
or ________________________________________________ as its (their) agent.





	 	 	 	 
	 	By:	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer Identification Number:


 






    Exhibit A-2-11


     


    







 


EXHIBIT A-3


 


FORM OF CLASS B CERTIFICATES


 


CLASS B


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE GUARANTOR, THE BORROWER SPONSORS, THE MORTGAGE LOAN BORROWERS, THE SERVICER,
THE SPECIAL SERVICER, THE


 





 



 


1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3
Global Certificate legend.



 






    Exhibit A-3-1


     


    

 


OPERATING ADVISOR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASERS, THE SPONSOR OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


 


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 ARE “ACCREDITED INVESTORS” WITHIN THE MEANING
OF 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 B CERTIFICATE IS SUBORDINATED
TO THE CLASS A CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


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 TITLE I 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)


 






    Exhibit A-3-2


     


    

 


OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS, TO A MATERIAL
EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR 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 CODE SECTIONS 860G(a)(1) AND 860D.


 






    Exhibit A-3-3


     


    

 


WORLDWIDE PLAZA TRUST 2017-WWP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-WWP, CLASS B


 


	Pass-Through Rate: The Net Mortgage Loan Rate4	 	 
	 	 	 
	First Distribution Date: December 12, 2017	 	 
	 	 	 
	Aggregate Initial Certificate Balance of the Class B Certificates:  $63,548,000	 	Rated Final Distribution Date: November 2036
	 	 	 
	CUSIP:  98162J AG15

        U4600J AD36

98162J AH97
	 	Initial Certificate Balance of this
 Certificate:    $[______][QIB]

         $[______][Reg S]
  $[______][IAI]

	 	 	 
	ISIN:     US98162JAG138

        USU4600JAD389

US98162JAH9510
	 	 
	 	 	 
	Common Code: [_]	 	 
	 	 	 
	No.:  B-[1]	 	 


 


This certifies that [Cede
& Co.]11 is the registered owner
of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the
Class B Certificates. The Trust Fund consists primarily of four notes secured by certain Collateral held in trust by the Certificate
Administrator on behalf of the Trustee issued by multiple special purpose entities evidencing a fixed rate loan (the “Trust
Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A,
Class X-A, Class C, Class D, Class E, Class F, Class HRR and Class R Certificates (collectively with the Class B Certificates,
the “Certificates”;


 





 



 


4
The initial approximate Pass-Through Rate as of the Closing Date is 3.5955%.


 


5
For Rule 144A Certificates.


 


6
For Regulation S Certificates.


 


7
For IAI Certificates.


 


8
For Rule 144A Certificates.


 


9
For Regulation S Certificates.


 


10
For IAI Certificates.


 


11
For Global Certificate only.


 







    Exhibit A-3-4


     


    

 


the
Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of November 10, 2017 (the
“Trust and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo
Bank, National Association, as servicer, Cohen Financial, a Division of SunTrust Bank, as special servicer, Wilmington Trust, National
Association as trustee, Wells Fargo Bank, National Association, as custodian and as certificate administrator, and Park Bridge
Lender Services LLC, as operating advisor. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Trust and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Section 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in December 2017 (each such date, a “Distribution Date”), to the Person in whose name this
Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the month
preceding the calendar month in which the applicable Distribution Date occurs, 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, any Yield Maintenance Premiums then distributable, if any, and any other amounts distributable to the Class A Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business
Days prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified
by the Certificate Administrator in the notice to Certificateholders of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator.


 






    Exhibit A-3-5


     


    

 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders,
in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended
from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating
Advisor and the Trustee with the consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing,
in each case, not less than 51% 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 Trust and Servicing Agreement or of modifying in any manner
the rights of the Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or delay
the timing of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter in any manner
the liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or the Trustee to make
an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage Interests of Certificateholders
that are required to consent to any action or inaction under the Trust and Servicing Agreement; (5) adversely affect the Controlling
Class Representative without the consent of 100% of the Controlling Class Certificateholders; or (6) amend the Section 10.1 of
the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing Agreement may be made
that changes in any manner the obligations of the Sponsors under the Loan Purchase Agreement without the consent of the Sponsors,
and the Trustee, Servicer, Special Servicer, Operating Advisor, Certificate Administrator or Custodian may, but will not be obligated
to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights, duties or immunities or
creates any additional liability for the Trustee, Servicer, Special Servicer, Operating Advisor, Certificate Administrator or Custodian
under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing Agreement unless the
Certificate Administrator, the Trustee, the Custodian, the Operating Advisor, the Servicer and the Special Servicer have first
received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense if the
Trustee or the Certificate Administrator is the requesting party) to the effect that the amendment is authorized or permitted under
the Trust and


 






    Exhibit A-3-6


     


    

 


Servicing
Agreement and all conditions precedent have been met and that the amendment or the exercise of any power granted to the Servicer,
the Special Servicer, the Depositor, the Certificate Administrator, the Trustee or any other specified person in accordance with
the amendment, will not result in an Adverse REMIC Event.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates (other than
the obligation to make certain payments to the Companion Loan Holders and the obligation of the Certificate Administrator to make
certain payments to Certificateholders after the final Distribution Date, and other than the obligation of the Certificate Administrator
to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the Trust Fund for
such period of time as it maintains its own books and records and other than the indemnification rights and obligations of the
parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution
Date pursuant to Article 9 of the Trust and Servicing Agreement following the later of (i) the final payment on
the Certificates or (ii)  the liquidation of the Whole Loan (including, without limitation, the sale of the Whole Loan pursuant
to the Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Properties
and all other Collateral for the Whole Loan; provided, however, that in no event shall the Trust 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’s, living on the date of execution of the Trust and Servicing Agreement. Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.


 






    Exhibit A-3-7


     


    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: November 10, 2017


 





	 	Wells
Fargo Bank, National Association, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer







 


Certificate of Authentication


 


This is one of the Class B
Certificates referred to in the Trust and Servicing Agreement.


 


Dated: November 10, 2017


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer






  






    Exhibit A-3-8


     


    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and
exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
[Definitive Certificate] have been made:


 


	Date of Exchange or Payment of Principal 	 	Certificate Balance Prior to Exchange or Payment 	 	Certificate Balance Exchanged or Principal Payment Made 	 	Type of Certificate Exchanged for 	 	Remaining Certificate Balance Following Such Exchange or Payment 	 	Notation Made by 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



 






    Exhibit A-3-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________
__________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and
hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the
Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 






    Exhibit A-3-10


     


    

  


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by ___________________________________________________________________________ the Assignee(s) named above,
or ________________________________________________ as its (their) agent.





	 	 	 	 
	 	By:	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer Identification Number:


 






    Exhibit A-3-11


     


    







 


EXHIBIT A-4


 


FORM OF CLASS C CERTIFICATES


 


CLASS C


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE GUARANTOR, THE BORROWER SPONSORS, THE MORTGAGE LOAN BORROWERS, THE SERVICER,
THE SPECIAL SERVICER, THE


 





 



 


1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3
Global Certificate legend.



 






    Exhibit A-4-1


     


    

 


OPERATING ADVISOR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASERS, THE SPONSOR OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


 


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 ARE “ACCREDITED INVESTORS” WITHIN THE MEANING
OF 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 C CERTIFICATE IS SUBORDINATED
TO THE CLASS A AND CLASS B CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED
TO HEREIN.


 


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 TITLE I 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)


 






    Exhibit A-4-2


     


    

 


OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS, TO A MATERIAL
EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR 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 CODE SECTIONS 860G(a)(1) AND 860D.


 






    Exhibit A-4-3


     


    

 


WORLDWIDE PLAZA TRUST 2017-WWP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-WWP, CLASS C


 


	Pass-Through Rate: The Net Mortgage Loan Rate4	 
	 	 
	First Distribution Date: December 12, 2017	 
	 	 
	Aggregate Initial Certificate Balance of the Class C Certificates:  $47,660,000	Rated Final Distribution Date: November 2036
	 	 
	CUSIP:  98162J AJ55

        U4600J AE16

98162J AK27
	Initial Certificate Balance of this
 Certificate:    $[______][QIB]

         $[______][Reg S]
  $[______][IAI]

	 	 
	ISIN:     US98162JAJ518

        USU4600JAE119

US98162JAK2510
	 
	 	 
	Common Code: [_]	 
	 	 
	No.:  C-[1]	 


 


This certifies that [Cede
& Co.]11 is the registered owner
of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the
Class C Certificates. The Trust Fund consists primarily of four notes secured by certain Collateral held in trust by the Certificate
Administrator on behalf of the Trustee issued by multiple special purpose entities evidencing a fixed rate loan (the “Trust
Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A,
Class X-A, Class B, Class D, Class E, Class F, Class HRR and Class R Certificates (collectively with the Class C Certificates,
the “Certificates”;


 





 



 


4
The initial approximate Pass-Through Rate as of the Closing Date is 3.5955%.


 


5
For Rule 144A Certificates.


 


6
For Regulation S Certificates.


 


7
For IAI Certificates.


 


8
For Rule 144A Certificates.


 


9
For Regulation S Certificates.


 


10
For IAI Certificates.


 


11
For Global Certificate only.


 







    Exhibit A-4-4


     


    

 


the
Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of November 10, 2017 (the
“Trust and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo
Bank, National Association, as servicer, Cohen Financial, a Division of SunTrust Bank, as special servicer, Wilmington Trust, National
Association as trustee, Wells Fargo Bank, National Association, as custodian and as certificate administrator, and Park Bridge
Lender Services LLC, as operating advisor. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Trust and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Section 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in December 2017 (each such date, a “Distribution Date”), to the Person in whose name this
Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the month
preceding the calendar month in which the applicable Distribution Date occurs, 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, any Yield Maintenance Premiums then distributable, if any, and any other amounts distributable to the Class A Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business
Days prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified
by the Certificate Administrator in the notice to Certificateholders of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator.


 






    Exhibit A-4-5


     


    

 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders,
in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended
from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating
Advisor and the Trustee with the consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing,
in each case, not less than 51% 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 Trust and Servicing Agreement or of modifying in any manner
the rights of the Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or delay
the timing of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter in any manner
the liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or the Trustee to make
an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage Interests of Certificateholders
that are required to consent to any action or inaction under the Trust and Servicing Agreement; (5) adversely affect the Controlling
Class Representative without the consent of 100% of the Controlling Class Certificateholders; or (6) amend the Section 10.1 of
the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing Agreement may be made
that changes in any manner the obligations of the Sponsors under the Loan Purchase Agreement without the consent of the Sponsors,
and the Trustee, Servicer, Special Servicer, Operating Advisor, Certificate Administrator or Custodian may, but will not be obligated
to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights, duties or immunities or
creates any additional liability for the Trustee, Servicer, Special Servicer, Operating Advisor, Certificate Administrator or Custodian
under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing Agreement unless the
Certificate Administrator, the Trustee, the Custodian, the Operating Advisor, the Servicer and the Special Servicer have first
received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense if the
Trustee or the Certificate Administrator is the requesting party) to the effect that the amendment is authorized or permitted under
the Trust and


 






    Exhibit A-4-6


     


    

 


Servicing
Agreement and all conditions precedent have been met and that the amendment or the exercise of any power granted to the Servicer,
the Special Servicer, the Depositor, the Certificate Administrator, the Trustee or any other specified person in accordance with
the amendment, will not result in an Adverse REMIC Event.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates (other than
the obligation to make certain payments to the Companion Loan Holders and the obligation of the Certificate Administrator to make
certain payments to Certificateholders after the final Distribution Date, and other than the obligation of the Certificate Administrator
to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the Trust Fund for
such period of time as it maintains its own books and records and other than the indemnification rights and obligations of the
parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution
Date pursuant to Article 9 of the Trust and Servicing Agreement following the later of (i) the final payment on
the Certificates or (ii)  the liquidation of the Whole Loan (including, without limitation, the sale of the Whole Loan pursuant
to the Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Properties
and all other Collateral for the Whole Loan; provided, however, that in no event shall the Trust 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’s, living on the date of execution of the Trust and Servicing Agreement. Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.


 






    Exhibit A-4-7


     


    

 




 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: November 10, 2017


 





	 	Wells
Fargo Bank, National Association, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer







 


Certificate of Authentication


 


This is one of the Class C
Certificates referred to in the Trust and Servicing Agreement.


 


Dated: November 10, 2017


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer






  






    Exhibit A-4-8


     


    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and
exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
[Definitive Certificate] have been made:


 


	Date of Exchange or Payment of Principal 	 	Certificate Balance Prior to Exchange or Payment 	 	Certificate Balance Exchanged or Principal Payment Made 	 	Type of Certificate Exchanged for 	 	Remaining Certificate Balance Following Such Exchange or Payment 	 	Notation Made by 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



 






    Exhibit A-4-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________
__________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and
hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the
Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 






    Exhibit A-4-10


     


    

  


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by ___________________________________________________________________________ the Assignee(s) named above,
or ________________________________________________ as its (their) agent.





	 	 	 	 
	 	By:	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer Identification Number:


 






    Exhibit A-4-11


     


    




 


EXHIBIT A-5


 


FORM OF CLASS D CERTIFICATES


 


CLASS D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE GUARANTOR, THE BORROWER SPONSORS, THE MORTGAGE LOAN BORROWERS, THE SERVICER,
THE SPECIAL SERVICER, THE


 





 



 


1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3
Global Certificate legend.



 






    Exhibit A-5-1


     


    

 


OPERATING ADVISOR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASERS, THE SPONSOR OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


 


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 ARE “ACCREDITED INVESTORS” WITHIN THE MEANING
OF 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 D CERTIFICATE IS SUBORDINATED
TO THE CLASS A, CLASS B AND CLASS C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 


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 TITLE I 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)


 






    Exhibit A-5-2


     


    

 


OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS, TO A MATERIAL
EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR 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 CODE SECTIONS 860G(a)(1) AND 860D.


 






    Exhibit A-5-3


     


    

 


WORLDWIDE PLAZA TRUST 2017-WWP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-WWP, CLASS D


 


	Pass-Through Rate: The Net Mortgage Loan Rate4	 
	 	 
	First Distribution Date: December 12, 2017	 
	 	 
	Aggregate Initial Certificate Balance of the Class D Certificates:  $94,498,000	Rated Final Distribution Date: November 2036
	 	 
	CUSIP:  98162J AL05

        U4600J AF86

98162J AM87
	Initial Certificate Balance of this
 Certificate:    $[______][QIB]

         $[______][Reg S]
  $[______][IAI]

	 	 
	ISIN:     US98162JAL088

        USU4600JAF859

US98162JAM8010
	 
	 	 
	Common Code: [_]	 
	 	 
	No.:  D-[1]	 


 


This certifies that [Cede
& Co.]11 is the registered owner
of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the
Class D Certificates. The Trust Fund consists primarily of four notes secured by certain Collateral held in trust by the Certificate
Administrator on behalf of the Trustee issued by multiple special purpose entities evidencing a fixed rate loan (the “Trust
Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A,
Class X-A, Class B, Class C, Class E, Class F, Class HRR and Class R Certificates (collectively with the Class D Certificates,
the “Certificates”;


 





 



 


4
The initial approximate Pass-Through Rate as of the Closing Date is 3.5955%.


 


5
For Rule 144A Certificates.


 


6
For Regulation S Certificates.


 


7
For IAI Certificates.


 


8
For Rule 144A Certificates.


 


9
For Regulation S Certificates.


 


10
For IAI Certificates.


 


11
For Global Certificate only.



 



    Exhibit A-5-4


     


    




 


the
Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of November 10, 2017 (the
“Trust and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo
Bank, National Association, as servicer, Cohen Financial, a Division of SunTrust Bank, as special servicer, Wilmington Trust, National
Association as trustee, Wells Fargo Bank, National Association, as custodian and as certificate administrator, and Park Bridge
Lender Services LLC, as operating advisor. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Trust and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Section 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in December 2017 (each such date, a “Distribution Date”), to the Person in whose name this
Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the month
preceding the calendar month in which the applicable Distribution Date occurs, 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, any Yield Maintenance Premiums then distributable, if any, and any other amounts distributable to the Class A Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business
Days prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified
by the Certificate Administrator in the notice to Certificateholders of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator.


 






    Exhibit A-5-5


     


    

 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders,
in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended
from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating
Advisor and the Trustee with the consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing,
in each case, not less than 51% 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 Trust and Servicing Agreement or of modifying in any manner
the rights of the Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or delay
the timing of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter in any manner
the liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or the Trustee to make
an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage Interests of Certificateholders
that are required to consent to any action or inaction under the Trust and Servicing Agreement; (5) adversely affect the Controlling
Class Representative without the consent of 100% of the Controlling Class Certificateholders; or (6) amend the Section 10.1 of
the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing Agreement may be made
that changes in any manner the obligations of the Sponsors under the Loan Purchase Agreement without the consent of the Sponsors,
and the Trustee, Servicer, Special Servicer, Operating Advisor, Certificate Administrator or Custodian may, but will not be obligated
to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights, duties or immunities or
creates any additional liability for the Trustee, Servicer, Special Servicer, Operating Advisor, Certificate Administrator or Custodian
under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing Agreement unless the
Certificate Administrator, the Trustee, the Custodian, the Operating Advisor, the Servicer and the Special Servicer have first
received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense if the
Trustee or the Certificate Administrator is the requesting party) to the effect that the amendment is authorized or permitted under
the Trust and


 






    Exhibit A-5-6


     


    

 


Servicing
Agreement and all conditions precedent have been met and that the amendment or the exercise of any power granted to the Servicer,
the Special Servicer, the Depositor, the Certificate Administrator, the Trustee or any other specified person in accordance with
the amendment, will not result in an Adverse REMIC Event.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates (other than
the obligation to make certain payments to the Companion Loan Holders and the obligation of the Certificate Administrator to make
certain payments to Certificateholders after the final Distribution Date, and other than the obligation of the Certificate Administrator
to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the Trust Fund for
such period of time as it maintains its own books and records and other than the indemnification rights and obligations of the
parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution
Date pursuant to Article 9 of the Trust and Servicing Agreement following the later of (i) the final payment on
the Certificates or (ii)  the liquidation of the Whole Loan (including, without limitation, the sale of the Whole Loan pursuant
to the Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Properties
and all other Collateral for the Whole Loan; provided, however, that in no event shall the Trust 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’s, living on the date of execution of the Trust and Servicing Agreement. Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.


 






    Exhibit A-5-7


     


    

 




 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: November 10, 2017


 





	 	Wells
Fargo Bank, National Association, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer







 


Certificate of Authentication


 


This is one of the Class D
Certificates referred to in the Trust and Servicing Agreement.


 


Dated: November 10, 2017


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer






  






    Exhibit A-5-8


     


    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and
exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
[Definitive Certificate] have been made:


 


	Date of Exchange or Payment of Principal 	 	Certificate Balance Prior to Exchange or Payment 	 	Certificate Balance Exchanged or Principal Payment Made 	 	Type of Certificate Exchanged for 	 	Remaining Certificate Balance Following Such Exchange or Payment 	 	Notation Made by 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



 






    Exhibit A-5-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________
__________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and
hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the
Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 






    Exhibit A-5-10


     


    

  


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by ___________________________________________________________________________ the Assignee(s) named above,
or ________________________________________________ as its (their) agent.





	 	 	 	 
	 	By:	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer Identification Number:


 






    Exhibit A-5-11


     


    

 


EXHIBIT A-6


 


FORM OF CLASS E CERTIFICATES


 


CLASS E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE GUARANTOR, THE BORROWER SPONSORS, THE MORTGAGE LOAN BORROWERS, THE SERVICER, THE SPECIAL
SERVICER, THE


 





 






1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3 Global Certificate
legend.


  






    Exhibit A-6-1 


     


    

 


OPERATING ADVISOR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASERS, THE SPONSOR OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


 


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 ARE “ACCREDITED INVESTORS” WITHIN THE MEANING
OF 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 E CERTIFICATE IS SUBORDINATED
TO THE CLASS A, CLASS B, CLASS C AND CLASS D CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 


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 TITLE I 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)


 






    Exhibit A-6-2 


     


    




 


OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS, TO A MATERIAL
EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR 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 CODE SECTIONS 860G(a)(1) AND 860D.


 






    Exhibit A-6-3 


     


    

  


WORLDWIDE PLAZA TRUST 2017-WWP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-WWP, CLASS E


 


	Pass-Through Rate: The Net Mortgage Loan Rate4	 
	 	 
	First Distribution Date: December 12, 2017	 
	 	 
	Aggregate Initial Certificate Balance of the Class E Certificates:  $113,491,000	Rated Final Distribution Date: November 2036
	 	 
	CUSIP:    98162J AN65

                                                   U4600J AG66
 98162J AP17
	Initial Certificate Balance of this

Certificate:   $[______][QIB] 

                                                         $[______][Reg S]
       $[______][IAI]

	 	 
	ISIN:       US98162JAN638

                                                   USU4600JAG689
 US98162JAP1210
	 
	 	 
	Common Code: [_]	 
	 	 
	No.:  E-[1]	 


 


This certifies that [Cede &
Co.]11 is the registered owner of the Percentage
Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class E Certificates.
The Trust Fund consists primarily of four notes secured by certain Collateral held in trust by the Certificate Administrator on
behalf of the Trustee issued by multiple special purpose entities evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below).
The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust
and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X-A, Class
B, Class C, Class D, Class F, Class HRR and Class R Certificates (collectively with the Class E Certificates, the “Certificates”;


 





 









4 The
initial approximate Pass-Through Rate as of the Closing Date is 3.5955%.


 


5
For Rule 144A Certificates.


 


6
For Regulation S Certificates.


 


7
For IAI Certificates.


 


8
For Rule 144A Certificates.


 


9
For Regulation S Certificates.


 


10
For IAI Certificates.


 


11 For Global
Certificate only.


 







 






    Exhibit A-6-4 


     


    

 


the
Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of November 10, 2017 (the “Trust
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as servicer, Cohen Financial, a Division of SunTrust Bank, as special servicer, Wilmington Trust, National Association
as trustee, Wells Fargo Bank, National Association, as custodian and as certificate administrator, and Park Bridge Lender Services
LLC, as operating advisor. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto
in the Trust and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Section 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


Pursuant to the terms of the
Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in December 2017 (each such date, a “Distribution Date”), to the Person in whose name this
Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the month
preceding the calendar month in which the applicable Distribution Date occurs, 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, any Yield Maintenance Premiums then distributable, if any, and any other amounts distributable to the Class A Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will be made
to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register
or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business Days
prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified
by the Certificate Administrator in the notice to Certificateholders of such final distribution.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does not purport
to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator.


 






    Exhibit A-6-5 


     


    




 


As provided in the Trust and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior to due presentation of
this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing Agreement
may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian,
the Operating Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor
and the Trustee with the consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing,
in each case, not less than 51% 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 Trust and Servicing Agreement or of modifying in any manner
the rights of the Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or delay
the timing of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter in any manner
the liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or the Trustee to make
an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage Interests of Certificateholders
that are required to consent to any action or inaction under the Trust and Servicing Agreement; (5) adversely affect the Controlling
Class Representative without the consent of 100% of the Controlling Class Certificateholders; or (6) amend the Section 10.1 of
the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing Agreement may be made
that changes in any manner the obligations of the Sponsors under the Loan Purchase Agreement without the consent of the Sponsors,
and the Trustee, Servicer, Special Servicer, Operating Advisor, Certificate Administrator or Custodian may, but will not be obligated
to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights, duties or immunities or
creates any additional liability for the Trustee, Servicer, Special Servicer, Operating Advisor, Certificate Administrator or Custodian
under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing Agreement unless the
Certificate Administrator, the Trustee, the Custodian, the Operating Advisor, the Servicer and the Special Servicer have first
received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense if the
Trustee or the Certificate Administrator is the requesting party) to the effect that the amendment
is authorized or permitted under the Trust and 


 






    Exhibit A-6-6 


     


    

 


Servicing Agreement and all conditions precedent have been met and that the amendment
or the exercise of any power granted to the Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the
Trustee or any other specified person in accordance with the amendment, will not result in an Adverse REMIC Event.


 


The Trust and Servicing Agreement
provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates (other than the obligation
to make certain payments to the Companion Loan Holders and the obligation of the Certificate Administrator to make certain payments
to Certificateholders after the final Distribution Date, and other than the obligation of the Certificate Administrator to file
final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the Trust Fund for such period
of time as it maintains its own books and records and other than the indemnification rights and obligations of the parties thereto)
shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant
to Article 9 of the Trust and Servicing Agreement following the later of (i) the final payment on the Certificates
or (ii)  the liquidation of the Whole Loan (including, without limitation, the sale of the Whole Loan pursuant to the Intercreditor
Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Properties and all other
Collateral for the Whole Loan; provided, however, that in no event shall the Trust 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’s, living on the date of execution of the Trust and Servicing Agreement. Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.


 






    Exhibit A-6-7 


     


    

  


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Certificate to be duly executed.


 


Dated: November 10, 2017


 





	 	Wells
Fargo Bank, National Association, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer





  


Certificate of Authentication


 


This is one of the Class E
Certificates referred to in the Trust and Servicing Agreement.


 


Dated: November 10, 2017


 





	 	Wells
Fargo Bank, National Association, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 






    Exhibit A-6-8 


     


    

  


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges
of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
[Definitive Certificate] have been made:


 





	Date of Exchange or Payment of Principal 	 	Certificate Balance Prior to Exchange or Payment 	 	Certificate Balance Exchanged or Principal Payment Made 	 	Type of Certificate Exchanged for 	 	Remaining Certificate Balance Following Such Exchange or Payment 	 	Notation Made by 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 






    Exhibit A-6-9 


     


    

  


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________
__________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and
hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the
Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 






    Exhibit A-6-10 


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by ___________________________________________________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.


 





	 	 	 	 
	 	By:	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer Identification Number:


 






    Exhibit A-6-11 


     


    

 





EXHIBIT A-7


 


FORM OF CLASS F CERTIFICATES


 


CLASS F


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE GUARANTOR, THE BORROWER SPONSORS, THE MORTGAGE LOAN BORROWERS, THE SERVICER, THE SPECIAL
SERVICER, THE


 





 









1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3 Global Certificate
legend. 




 






    Exhibit A-7-1 


     


    

 


OPERATING ADVISOR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASERS, THE SPONSOR OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


 


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 ARE “ACCREDITED INVESTORS” WITHIN THE MEANING
OF 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 F CERTIFICATE IS SUBORDINATED
TO THE CLASS A, CLASS B, CLASS C, CLASS D AND CLASS E CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 


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


 


 






    Exhibit A-7-2 


     


    

 


PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS, TO A MATERIAL
EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE
RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS
A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN CODE SECTIONS 860G(a)(1) AND 860D.


 






    Exhibit A-7-3 


     


    

  


WORLDWIDE PLAZA TRUST 2017-WWP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-WWP, CLASS F


 


	Pass-Through Rate: The Net Mortgage Loan Rate4	 
	 	 
	First Distribution Date: December 12, 2017	 
	 	 
	Aggregate Initial Certificate Balance of the Class F Certificates:  $74,510,000	Rated Final Distribution Date: November 2036
	 	 
	CUSIP:    98162J AQ95

                                                                   U4600J
AH46
  98162J AR77
	Initial Certificate Balance of this
 Certificate:   $[______][QIB]

                                                                         $[______][Reg S]
       $[______][IAI]

	 	 
	ISIN:       US98162JAQ948

                                                                   USU4600JAH429

US98162JAR7710
	 
	 	 
	Common Code: [_]	 
	 	 
	No.:  F-[1]	 


 


This certifies that [Cede &
Co.]11 is the registered owner of the Percentage
Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class F Certificates.
The Trust Fund consists primarily of four notes secured by certain Collateral held in trust by the Certificate Administrator on
behalf of the Trustee issued by multiple special purpose entities evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below).
The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust
and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X-A, Class
B, Class C, Class D, Class E, Class HRR and Class R Certificates (collectively with the Class F Certificates, the “Certificates”;


 





 






4
The initial approximate Pass-Through Rate as of the Closing
Date is 3.5955%.


 


5
For Rule 144A Certificates.


 


6
For Regulation S Certificates.


 


7
For IAI Certificates.


 


8
For Rule 144A Certificates.


 


9
For Regulation S Certificates.


 


10
For IAI Certificates.


 


11 For Global Certificate
only.


  






    Exhibit A-7-4 


     


    

 


the
Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of November 10, 2017 (the “Trust
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as servicer, Cohen Financial, a Division of SunTrust Bank, as special servicer, Wilmington Trust, National Association
as trustee, Wells Fargo Bank, National Association, as custodian and as certificate administrator, and Park Bridge Lender Services
LLC, as operating advisor. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto
in the Trust and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Section 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


Pursuant to the terms of the
Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in December 2017 (each such date, a “Distribution Date”), to the Person in whose name this
Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the month
preceding the calendar month in which the applicable Distribution Date occurs, 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, any Yield Maintenance Premiums then distributable, if any, and any other amounts distributable to the Class A Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will be made
to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register
or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business Days
prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified
by the Certificate Administrator in the notice to Certificateholders of such final distribution.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does not purport
to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator.


 






    Exhibit A-7-5 


     


    




 


As provided in the Trust and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior to due presentation of
this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing Agreement
may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian,
the Operating Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor
and the Trustee with the consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing,
in each case, not less than 51% 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 Trust and Servicing Agreement or of modifying in any manner
the rights of the Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or delay
the timing of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter in any manner
the liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or the Trustee to make
an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage Interests of Certificateholders
that are required to consent to any action or inaction under the Trust and Servicing Agreement; (5) adversely affect the Controlling
Class Representative without the consent of 100% of the Controlling Class Certificateholders; or (6) amend the Section 10.1 of
the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing Agreement may be made
that changes in any manner the obligations of the Sponsors under the Loan Purchase Agreement without the consent of the Sponsors,
and the Trustee, Servicer, Special Servicer, Operating Advisor, Certificate Administrator or Custodian may, but will not be obligated
to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights, duties or immunities or
creates any additional liability for the Trustee, Servicer, Special Servicer, Operating Advisor, Certificate Administrator or Custodian
under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing Agreement unless the
Certificate Administrator, the Trustee, the Custodian, the Operating Advisor, the Servicer and the Special Servicer have first
received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense if the
Trustee or the Certificate Administrator is the requesting party) to the effect that the amendment is authorized or permitted under
the Trust and


 






    Exhibit A-7-6 


     


    

 


Servicing
Agreement and all conditions precedent have been met and that the amendment or the exercise of any power granted to the Servicer,
the Special Servicer, the Depositor, the Certificate Administrator, the Trustee or any other specified person in accordance with
the amendment, will not result in an Adverse REMIC Event.


 


The Trust and Servicing Agreement
provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates (other than the obligation
to make certain payments to the Companion Loan Holders and the obligation of the Certificate Administrator to make certain payments
to Certificateholders after the final Distribution Date, and other than the obligation of the Certificate Administrator to file
final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the Trust Fund for such period
of time as it maintains its own books and records and other than the indemnification rights and obligations of the parties thereto)
shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant
to Article 9 of the Trust and Servicing Agreement following the later of (i) the final payment on the Certificates
or (ii)  the liquidation of the Whole Loan (including, without limitation, the sale of the Whole Loan pursuant to the Intercreditor
Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Properties and all other
Collateral for the Whole Loan; provided, however, that in no event shall the Trust 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’s, living on the date of execution of the Trust and Servicing Agreement. Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.


 






    Exhibit A-7-7 


     


    

  


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Certificate to be duly executed.


 


Dated: November 10, 2017


 





	 	Wells
Fargo Bank, National Association, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer


  





Certificate of Authentication


 


This is one of the Class F
Certificates referred to in the Trust and Servicing Agreement.


 


Dated: November 10, 2017


 





	 	Wells
Fargo Bank, National Association, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 






    Exhibit A-7-8 


     


    

  


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges
of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
[Definitive Certificate] have been made:


 





	Date of Exchange or Payment of Principal 	 	Certificate Balance Prior to Exchange or Payment 	 	Certificate Balance Exchanged or Principal Payment Made 	 	Type of Certificate Exchanged for 	 	Remaining Certificate Balance Following Such Exchange or Payment 	 	Notation Made by 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 



    Exhibit A-7-9 


     


    




 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________
__________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and
hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the
Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 






    Exhibit A-7-10 


     


    

 



DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by ___________________________________________________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.


 





	 	 	 	 
	 	By:	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer Identification Number:


 



 



    Exhibit A-7-11 


     


    










 


EXHIBIT A-8


 


FORM OF CLASS HRR CERTIFICATES


 


CLASS HRR


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE GUARANTOR, THE BORROWER SPONSORS, THE MORTGAGE LOAN BORROWERS, THE SERVICER, THE SPECIAL
SERVICER, THE OPERATING ADVISOR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASERS, THE SPONSOR OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


 


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 ARE “ACCREDITED INVESTORS” WITHIN THE MEANING
OF 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.


 






    Exhibit A-8-1 


     


    




 


THIS CLASS HRR CERTIFICATE IS SUBORDINATED TO
THE CLASS A, CLASS B, CLASS C, CLASS D, CLASS E AND CLASS F CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST
AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


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, LOCAL OR NON-U.S. LAW THAT IS, TO A MATERIAL
EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE
RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE IS SUBJECT
TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO THE CREDIT RISK RETENTION RULES.  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 TRUST AND SERVICING AGREEMENT.  THE CERTIFICATE
REGISTRAR SHALL REFUSE TO REGISTER THE TRANSFER OF THIS CERTIFICATE UNLESS SUCH TRANSFER IS IN ACCORDANCE WITH SECTION 5.3(o) OF
THE TRUST AND SERVICING AGREEMENT.


 


THIS CERTIFICATE REPRESENTS
A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN CODE SECTIONS 860G(a)(1) AND 860D.


 






    Exhibit A-8-2 


     


    

 


WORLDWIDE PLAZA TRUST 2017-WWP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-WWP, CLASS HRR


 


	Pass-Through Rate: The Net Mortgage Loan Rate1	 
	 	 
	First Distribution Date: December 12, 2017	 
	 	 
	Aggregate Initial Certificate Balance of the Class HRR Certificates:  $41,215,000	Rated Final Distribution Date: November 2036
	 	 
	CUSIP:   98162J AS52

                                                                   U4600J AJ03
 98162J AT34
	Initial Certificate Balance of this
 Certificate:   $[______][QIB]

                                                                         $[______][Reg S]
       $[______][IAI]

	 	 
	ISIN:      US98162JAS505

                                                                   USU4600JAJ086

US98162JAT347
	 
	 	 
	Common Code: [________]	 
	 	 
	No.:  HRR-[1]	 


 


This certifies that [_____]8
is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund
with respect to the Class HRR Certificates. The Trust Fund consists primarily of four notes secured by certain Collateral held
in trust by the Certificate Administrator on behalf of the Trustee issued by multiple special purpose entities evidencing a fixed
rate loan (the “Trust Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to
the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents
to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust
and Servicing Agreement are the Class A, Class X-A, Class B, Class C, Class D, Class E, Class F and Class R (collectively with
the Class HRR Certificates, the


 





 









1
The initial approximate Pass-Through Rate as of the Closing Date is 3.5955%.


 


2
For Rule 144A Certificates.


 


3
For Regulation S Certificates.


 


4
For IAI Certificates.


 


5
For Rule 144A Certificates.


 


6
For Regulation S Certificates.


 


7
For IAI Certificates.


 


8 For Global
Certificate only. 







 






    Exhibit A-8-3 


     


    

 


“Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of November 10, 2017 (the “Trust
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as servicer, Cohen Financial, a Division of SunTrust Bank, as special servicer, Wilmington Trust, National Association
as trustee, Wells Fargo Bank, National Association, as custodian and as certificate administrator, and Park Bridge Lender Services
LLC, as operating advisor. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto
in the Trust and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Section 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


Pursuant to the terms of the
Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in December 2017 (each such date, a “Distribution Date”), to the Person in whose name this
Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the month
preceding the calendar month in which the applicable Distribution Date occurs, 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, any Yield Maintenance Premiums then distributable, if any, and any other amounts distributable to the Class A Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will be made
to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register
or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business Days
prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified
by the Certificate Administrator in the notice to Certificateholders of such final distribution.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does not purport
to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator.


 






    Exhibit A-8-4 


     


    

 


As provided in the Trust and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior to due presentation of
this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing Agreement
may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian,
the Operating Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor
and the Trustee with the consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing,
in each case, not less than 51% 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 Trust and Servicing Agreement or of modifying in any manner
the rights of the Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or delay
the timing of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter in any manner
the liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or the Trustee to make
an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage Interests of Certificateholders
that are required to consent to any action or inaction under the Trust and Servicing Agreement; (5) adversely affect the Controlling
Class Representative without the consent of 100% of the Controlling Class Certificateholders; or (6) amend the Section 10.1 of
the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing Agreement may be made
that changes in any manner the obligations of the Sponsors under the Loan Purchase Agreement without the consent of the Sponsors,
and the Trustee, Servicer, Special Servicer, Operating Advisor, Certificate Administrator or Custodian may, but will not be obligated
to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights, duties or immunities or
creates any additional liability for the Trustee, Servicer, Special Servicer, Operating Advisor, Certificate Administrator or Custodian
under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing Agreement unless the
Certificate Administrator, the Trustee, the Custodian, the Operating Advisor, the Servicer and the Special Servicer have first
received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense if the
Trustee or the Certificate Administrator is the requesting party) to the effect that the amendment is authorized or permitted under
the Trust and


 






    Exhibit A-8-5 


     


    

 


Servicing
Agreement and all conditions precedent have been met and that the amendment or the exercise of any power granted to the Servicer,
the Special Servicer, the Depositor, the Certificate Administrator, the Trustee or any other specified person in accordance with
the amendment, will not result in an Adverse REMIC Event.


 


The Trust and Servicing Agreement
provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates (other than the obligation
to make certain payments to the Companion Loan Holders and the obligation of the Certificate Administrator to make certain payments
to Certificateholders after the final Distribution Date, and other than the obligation of the Certificate Administrator to file
final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the Trust Fund for such period
of time as it maintains its own books and records and other than the indemnification rights and obligations of the parties thereto)
shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant
to Article 9 of the Trust and Servicing Agreement following the later of (i) the final payment on the Certificates
or (ii)  the liquidation of the Whole Loan (including, without limitation, the sale of the Whole Loan pursuant to the Intercreditor
Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Properties and all other
Collateral for the Whole Loan; provided, however, that in no event shall the Trust 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’s, living on the date of execution of the Trust and Servicing Agreement. Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.


 






    Exhibit A-8-6 


     


    

 


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Certificate to be duly executed.


 


Dated: November [_], 2017


 





	 	Wells
Fargo Bank, National Association, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 





Certificate of Authentication


 


This is one of the Class HRR
Certificates referred to in the Trust and Servicing Agreement.


 


Dated: November [_], 2017


 





	 	Wells
Fargo Bank, National Association, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 






    Exhibit A-8-7 


     


    

  


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges
of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
[Definitive Certificate] have been made:


 


 


	Date of Exchange or Payment of Principal 	 	Certificate Balance Prior to Exchange or Payment 	 	Certificate Balance Exchanged or Principal Payment Made 	 	Type of Certificate Exchanged for 	 	Remaining Certificate Balance Following Such Exchange or Payment 	 	Notation Made by 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 






    Exhibit A-8-8 


     


    

  


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________
__________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and
hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the
Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 






    Exhibit A-8-9 


     


    

  


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by ___________________________________________________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.


 





	 	 	 	 
	 	By:	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer Identification Number:


 






    Exhibit A-8-10 


     


    








 


EXHIBIT A-9


 


FORM OF CLASS R CERTIFICATES


 


CLASS R


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER SPONSORS, THE TRUST LOAN BORROWERS, THE PROPERTY MANAGER, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, 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 PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(2) AND 860D OF THE INTERNAL


  






    Exhibit A-9-1 


     


    

 


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, NON-U.S.
PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.3 OF THE TSA, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR
AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM
IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION
AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS
AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS
OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E)
IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE,
WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS
CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A 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. BECAUSE THIS CERTIFICATE REPRESENTS MULTIPLE “NON-ECONOMIC RESIDUAL
INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), 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.


 






    Exhibit A-9-2 


     


    

  


WORLDWIDE PLAZA TRUST 2017-WWP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-WWP, CLASS R


 


	Percentage Interest: 100%	 
	 	 
	Cut-Off Date: November 6, 2017	 
	 	 
	CUSIP:    98162J AU01

                                                               U4600J AK72

98162J AV83
	 
	 	 
	ISIN:       US98162JAU074

                                                                                USU4600JAK705
 US98162JAV896
	 
	 	 
	
        No.: R-[1]

        
	 


 


This certifies that [_____] is
the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund
with respect to the Class R Certificates. The Trust Fund consists primarily of two notes secured by certain Collateral held
in trust by the Certificate Administrator on behalf of the Trustee issued by multiple special purpose entities evidencing a fixed
rate loan (the “Trust Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to
the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents
to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust
and Servicing Agreement are the Class A, Class X-A, Class B, Class C, Class D, Class E, Class F and Class
HRR Certificates (collectively with the Class R Certificates, the “Certificates”; the Holders of Certificates
issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of November 10, 2017 (the “Trust
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as servicer,
Cohen Financial, a Division of SunTrust Bank, as special servicer, Wilmington Trust, National Association as trustee, Wells Fargo
Bank, National Association, as 


 





 









1
For Rule 144A Certificates.


 


2
For Regulation S Certificates.


 


3
For IAI Certificates.


 


4
For Rule 144A Certificates.


 


5
For Regulation S Certificates.


 


6 For IAI Certificates.


 











    Exhibit A-9-3 


     


    

 


custodian and as certificate administrator, and Park Bridge Lender Services LLC, as operating advisor.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing
Agreement.


 


This Certificate represents the
“residual interest” in two “real estate mortgage investment conduits,” as those terms are defined, respectively,
in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Holder of the Class R Certificates
holding the largest Percentage Interest therein 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) of the Upper-Tier REMIC and the Lower-Tier REMIC.  The duties of the Tax Matters Persons
and “partnership representative” for the Upper Tier REMIC and the Lower Tier REMIC are hereby delegated to the Certificate
Administrator as agent for the related Tax Matters Person or “partnership representative”, and the Class R Certificateholders
agree to such delegation to the Certificate Administrator as its agent and attorney in fact.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Trust Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.


 


Pursuant to the terms of the
Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in December 2017 (each such date, a “Distribution Date”), to the Person in whose name this
Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the month
preceding the calendar month in which the applicable Distribution Date occurs, 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, any Yield Maintenance Premiums then distributable, if any, and any other amounts distributable to the Class A Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will be made
to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register
or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business Days
prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified
by the Certificate Administrator in the notice to Certificateholders of such final distribution.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.




 






    Exhibit A-9-4 


     


    




 


This Certificate does not purport
to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator.


 


As provided in the Trust and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.


 


Prior to due presentation of
this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing Agreement
may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian,
the Operating Advisor and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor
and the Trustee with the consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing,
in each case, not less than 51% 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 Trust and Servicing Agreement or of modifying in any manner
the rights of the Holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or delay
the timing of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter in any manner
the liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or the Trustee to make
an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage Interests of Certificateholders
that are required to consent to any action or inaction under the Trust and Servicing Agreement; (5) adversely affect the Controlling
Class Representative without the consent of 100% of the Controlling Class Certificateholders; or (6) amend the Section 10.1 of
the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing Agreement may be made
that changes in any manner the obligations of the Sponsors under the Loan Purchase Agreement without the consent of the Sponsors,
and the Trustee, Servicer, Special Servicer, Operating Advisor, Certificate Administrator or Custodian may, but will not be obligated
to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights, duties or immunities or
creates any additional liability for the Trustee, Servicer, Special Servicer, Operating Advisor, Certificate Administrator or Custodian
under the Trust and Servicing Agreement. In


 






    Exhibit A-9-5 


     


    

 


addition,
no amendment may be made to the Trust and Servicing Agreement unless the Certificate Administrator, the Trustee, the Custodian,
the Operating Advisor, the Servicer and the Special Servicer have first received an Opinion of Counsel (at the expense of the
party requesting the amendment, or at the Trust Fund’s expense if the Trustee or the Certificate Administrator is the requesting
party) to the effect that the amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions
precedent have been met and that the amendment or the exercise of any power granted to the Servicer, the Special Servicer, the
Depositor, the Certificate Administrator, the Trustee or any other specified person in accordance with the amendment, will not
result in an Adverse REMIC Event.


 


The Trust and Servicing Agreement
provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates (other than the obligation
to make certain payments to the Companion Loan Holders and the obligation of the Certificate Administrator to make certain payments
to Certificateholders after the final Distribution Date, and other than the obligation of the Certificate Administrator to file
final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the Trust Fund for such period
of time as it maintains its own books and records and other than the indemnification rights and obligations of the parties thereto)
shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant
to Article 9 of the Trust and Servicing Agreement following the later of (i) the final payment on the Certificates
or (ii)  the liquidation of the Whole Loan (including, without limitation, the sale of the Whole Loan pursuant to the Intercreditor
Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Properties and all other
Collateral for the Whole Loan; provided, however, that in no event shall the Trust 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’s, living on the date of execution of the Trust and Servicing Agreement. Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.


 






    Exhibit A-9-6 


     


    




 


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Certificate to be duly executed.


 


Dated: November [_], 2017


 





	 	Wells
Fargo Bank, National Association, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer


  


Certificate of Authentication


 


This is one of the Class R
Certificates referred to in the Trust and Servicing Agreement.


 


Dated: November [_], 2017


 





	 	Wells
Fargo Bank, National Association, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 






    Exhibit A-9-7 


     


    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges
of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
[Definitive Certificate] have been made:


 





	Date of Exchange or Payment of Principal 	 	Certificate Balance Prior to Exchange or Payment 	 	Certificate Balance Exchanged or Principal Payment Made 	 	Type of Certificate Exchanged for 	 	Remaining Certificate Balance Following Such Exchange or Payment 	 	Notation Made by 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 






    Exhibit A-9-8 


     


    




 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________
__________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and
hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the
Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 






    Exhibit A-9-9 


     


    




 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by ___________________________________________________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.


 





	 	 	 	 
	 	By:	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer Identification Number:


  






    Exhibit A-9-10 


     


    

 


EXHIBIT
B


 


FORM
OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan Information
	 
	 	Name of Mortgagor:	

	Custodian
	 	Name:	Wells Fargo Bank, National Association
	 	 	 
	 	Address:	1055
        10th Avenue 

        Minneapolis,
        Minnesota 55414

        Attention: Document Custody Group (CMBS)

        Worldwide
        Plaza Trust 2017-WWP 

	 	 	 
	 	
        Custodian

         

        Mortgage File No.: 
	

	Depositor
	 	Name:	GS Mortgage Securities Corporation II
	 	 	 
	 	Address:	200
        West Street, New York, New York 10282

	 	 	 
	 	Certificates:	Worldwide Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through
    Certificates, Series 2017-WWP


 


The
undersigned [Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian (the
“Custodian”), for the Holders of Worldwide Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates,
Series 2017-WWP, 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 Trust and Servicing Agreement, dated as of November 10, 2017,
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer, Cohen Financial,
a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as
Custodian, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor (the
“Trust and Servicing Agreement”).


 


		(   )	Note
                                         dated [          ], in the original
                                         principal sum of $________, made by _______, payable to, or endorsed to the order of,
                                         the Trustee.



 






    Exhibit B-1 


     


    

 


		(   )	Mortgage(s)
                                         recorded on ____________ as instrument no. ________ in the County Recorder’s Office
                                         of the County of _________, State of ___________ in book/reel/docket ___________ of official
                                         records at page/image ________.



 


		(   )	Deed
                                         of Trust(s) recorded on __________ as instrument no. ________ in the County Recorder’s
                                         Office of the County of ___________, State of _______ in book/reel/docket ____________
                                         of official records at page/image.



 


		(   )	Deed
                                         to Secure Debt recorded on __________ as instrument no. ________ in the County Recorder’s
                                         Office of the County of ___________, State of _______ in book/reel/docket ____________
                                         of official records at page/image.



 


		(   )	Other
                                         documents, including any amendments, assignments or other assumptions of the Notes or
                                         Mortgages.



 





		(   )	___________________________



 


		(   )	___________________________



 


		(   )	___________________________



 


		(   )	___________________________








 


The
undersigned [Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)       The
[Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust on behalf of the Custodian for the benefit
of the Certificateholders, solely for the purposes provided in the Trust and Servicing Agreement.


 


(2)       The
[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 [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 Trust and Servicing Agreement.


 


(3)       The
[Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless the
Whole Loan has been liquidated or the Whole Loan has been paid in full and the proceeds thereof have been remitted to the Collection
Account except as expressly provided in the Trust and Servicing Agreement.


 


(4)       The
Documents, coming into the possession or control of the [Servicer] [Special Servicer] shall at all times be earmarked for the
account of the Custodian, and the [Servicer] [Special Servicer] shall keep the Documents separate and distinct from all other
property in the [Servicer’s] [Special Servicer’s] possession, custody or control.


 






    Exhibit B-2 


     


    

  


	 	[SERVICER][SPECIAL
               SERVICER]
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:



 


Date:
_________


 






    Exhibit B-3 


     


    

 





EXHIBIT
C


 


FORM
OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges
or transfers pursuant to

Section 5.3(c) of the Trust and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479

Attention: Bondholder Services – Worldwide Plaza Trust 2017-WWP


 


		Re:	Worldwide
                                         Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates, Series 2017-WWP,
                                         Class [__]



 


Reference
is hereby made to the Trust and Servicing Agreement, dated as of November 10, 2017 (the “Trust and Servicing
Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Custodian, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This
letter relates to US $[______] aggregate Certificate Balance of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Global Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear]
[Clearstream]* (Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Trust 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 C-1 


     


    

 


(1)       the
offer of the Certificates was not made to a “U.S. person” within the meaning of Rule 902(k) of Regulation S;


 


(2)       the
offer and sale of the Certificates was made in an “offshore transaction” within the meaning of Rule 902(h) of Regulation
S;


 


(3)       no
“directed selling efforts” have been made by the Transferor, an affiliate of the Transferor, or any person acting
on behalf of the Transferor or any such affiliate 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 Servicer, the Special
Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the Initial Purchasers.





 


	 	[Insert Name of Transferor]
	 	 	 
		By:	 
			Name:
	 	 	Title:



 


Dated:
_______


 


cc:
GS Mortgage Securities Corporation II


 









    Exhibit C-2 


     


    

 


EXHIBIT
D


 


FORM
OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange
or transfers pursuant to

Section 5.3(d) of the Trust and Servicing Agreement)


 


Wells
Fargo Bank, National Association, 


as
Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Bondholder Services – Worldwide Plaza Trust 2017-WWP


 


		Re:	Worldwide
                                         Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates, Series 2017-WWP,
                                         Class [__]



 


Reference
is hereby made to the Trust and Servicing Agreement, dated as of November 10, 2017 (the “Trust and Servicing
Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Custodian, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This
letter relates to US $[______] aggregate Certificate Balance of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Global Certificate of such
Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Trust 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 “U.S. person” within the meaning of Rule 902(k) of Regulation S;


 


(2)       the
offer and sale of the Certificates was made in an “offshore transaction” within the meaning of Rule 902(h) of Regulation
S;


 






    Exhibit D-1 


     


    

 


(3)       no
“directed selling efforts” have been made by the Transferor, an affiliate of the Transferor, or a person acting on
behalf of the Transferor or any such affiliate 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 Servicer, the Special
Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	 
			Name:
	 	 	Title:


 


Dated:
________


 


cc:
GS Mortgage Securities Corporation II


 









    Exhibit D-2 


     


    

 


EXHIBIT
E


 


FORM
OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchange
or transfers pursuant to

Section 5.3(e) of the Trust and Servicing Agreement)


 


Wells
Fargo Bank, National Association, 


as
Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479


 Attention:
Bondholder Services – Worldwide Plaza Trust 2017-WWP


 


		Re:	Worldwide
                                         Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates, Series 2017-WWP,
                                         Class [__]



 


Reference
is hereby made to the Trust and Servicing Agreement, dated as of November 10, 2017 (the “Trust and Servicing
Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Custodian, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This
letter relates to US $[______] aggregate Certificate Balance of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS
No. [______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code
[______]) through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor
has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Global Certificate
of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of Rule 144A and 


 







 



 


*
Select appropriate depository.


 







    Exhibit E-1 


     


    

 


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 Servicer, the Special
Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	 
			Name:
	 	 	Title:


 


Dated:
_______


 


cc:
GS Mortgage Securities Corporation II


 









    Exhibit E-2 


     


    

 


EXHIBIT
F


 


FORM
OF CERTIFICATION TO BE GIVEN BY

BENEFICIAL OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE


 


(Exchanges
pursuant to

Section 5.3(f) of the Trust and Servicing Agreement)


 


Wells
Fargo Bank, National Association, 


as
Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Bondholder Services – Worldwide Plaza Trust 2017-WWP


 


		Re:	Worldwide
                                         Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates, Series 2017-WWP,
                                         Class [__]



 


Reference
is hereby made to the Trust and Servicing Agreement, dated as of November 10, 2017 (the “Trust and Servicing
Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Custodian, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


[For
purposes of acquiring a beneficial interest in a Regulation S Global Certificate of the Class specified above after
the expiration of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Global Certificate
of the Class specified above,]* the undersigned holder of a beneficial interest
in a Temporary Regulation S Global Certificate of the Class specified above issued under the Trust and Servicing Agreement
certifies that it is not a “U.S. person” as defined in Rule 902(k) of Regulation S under the Securities Act of
1933, as amended.


 


We
undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification
relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein
is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as
of such date.


 





 



 


*
Select, as applicable.


 






    Exhibit F-1 


     


    

 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Servicer, the Special Servicer, the
Operating Advisor, the Custodian, the Certificate Administrator, the Trustee 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 F-2 


     


    

 


EXHIBIT
G


 


FORM
OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges
or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


Wells
Fargo Bank, National Association, 


as
Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Bondholder Services – Worldwide Plaza Trust 2017-WWP


 


		Re:	Worldwide
                                         Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates, Series 2017-WWP,
                                         Class [__]



 


Reference
is hereby made to the Trust and Servicing Agreement, dated as of November 10, 2017 (the “Trust and Servicing
Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Custodian, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This
letter relates to US $[______] aggregate Certificate Balance of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name
of Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry
Certificates for a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______]
and ISIN No. [______]) to be held with [Euroclear] [Clearstream]* (Common Code
[______]) through the Depository.


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Trust 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 “U.S. person” within the meaning of Rule 902(k) of Regulation S;


 





 



 







*
Select appropriate depository.



 






    Exhibit G-1 


     


    

 


(2)
       the offer and sale of the Certificates was made in an “offshore transaction”
within the meaning of Rule 902(h) of Regulation S;


 


(3)       no
“directed selling efforts” have been made by the Transferor, an affiliate of the Transferor, or any person acting
on behalf of the Transferor or any such affiliate 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 Servicer, the Special Servicer, the
Operating Advisor, the Custodian, the Certificate Administrator, the Trustee and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:


  


Dated:
________


 


cc:
GS Mortgage Securities Corporation II


 









    Exhibit G-2 


     


    

 


EXHIBIT
H


 


FORM
OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange
or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


Wells
Fargo Bank, National Association, 


as
Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Bondholder Services – Worldwide Plaza Trust 2017-WWP


 


		Re:	Worldwide
                                         Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates, Series 2017-WWP,
                                         Class [__]



 


Reference
is hereby made to the Trust and Servicing Agreement, dated as of November 10, 2017 (the “Trust and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer, Cohen Financial,
a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as
Custodian, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized
terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This
letter relates to US $[______] aggregate Certificate Balance of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name
of Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry
Certificates for a beneficial interest in the Regulation S Global Certificate (CINS No. [______], ISIN No. [______], and Common
Code No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Trust 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 “U.S. person” within the meaning of Rule 902(k) of Regulation S;


 


(2)       the
offer and sale of the Certificates was made in an “offshore transaction” within the meaning of Rule 902(h) of Regulation
S;


 






    Exhibit H-1 


     


    

 


(3)       no
“directed selling efforts” have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S,
as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


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 Servicer, the Special Servicer, the
Custodian, the Certificate Administrator, the Trustee and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______


 


cc:
GS Mortgage Securities Corporation II 





 






    Exhibit H-2 


     


    

 


EXHIBIT
I


 


FORM
OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE


 


(Exchange
or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


Wells
Fargo Bank, National Association, 


as
Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Bondholder Services – Worldwide Plaza Trust 2017-WWP


 


		Re:	Worldwide
                                         Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates, Series 2017-WWP,
                                         Class [__]



 


Reference
is hereby made to the Trust and Servicing Agreement, dated as of November 10, 2017 (the “Trust and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer, Cohen Financial,
a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as
Custodian, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized
terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This
letter relates to US $[______] aggregate Certificate Balance of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name
of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial
interest for a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we


 






    Exhibit I-1 


     


    

 


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 Servicer, the Special Servicer, the Operating Advisor,
the Custodian, the Certificate Administrator, the Trustee and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:


  


Dated:
_______


 


cc:
GS Mortgage Securities Corporation II


 









    Exhibit I-2 


     


    

 


EXHIBIT
J-1


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 


[Date]


 


Wells
Fargo Bank, National Association, 


       as
Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Bondholder Services – Worldwide Plaza Trust 2017-WWP


 


GS
Mortgage Securities Corporation II

200 West Street

New York, New York 10282-2198

Attention: Leah Nivison


 


		Re:	Worldwide
                                         Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates, Series 2017-WWP,
                                         Class [__]



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.3 of the Trust and Servicing Agreement, dated as of November 10, 2017 (the “Trust
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Custodian, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor, on behalf of the holders of the Worldwide Plaza Trust 2017-WWP, Commercial Mortgage Pass Through Certificates,
Series 2017-WWP (the “Certificates”) in connection with the transfer by [             ]
(the “Seller”) to the undersigned (the “Purchaser”) of $_____ aggregate Certificate Balance
of Class [      ] Certificates, in certificated fully registered form (such registered interest, the “Certificate”).
Terms used but not defined herein shall have the meanings ascribed thereto in the Trust and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


[For
Institutional Accredited Investors only] 1. The Purchaser is an institutional “accredited investor” (an “Institutional
Accredited Investor”, i.e., an entity meeting the requirements of Rule 501 (a)(1), (2), (3) or (7) of Regulation D under
the Securities Act of 1933, as amended (the “Securities Act”)) and has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of the investment in the Certificate, and the Purchaser
and any accounts for which the Purchaser is acting are each able to bear the economic risk of our or its investment. The Purchaser
is acquiring the Certificate for its own account or for one or more accounts (each of which is an Institutional Accredited Investor)
as


 






    Exhibit J-1-1 


     


    

 


to
each of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust for any
costs incurred by it in connection with this transfer.


 


[For
Qualified Institutional Buyers only] 1. The Purchaser is a “qualified institutional buyer” within the meaning
of Rule 144A (“Rule 144A”) promulgated under the Securities Act of 1933, as amended (the “Securities
Act”). The Purchaser is aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the
opportunity to obtain the information required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.


 


2.       The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer to (i) “qualified institutional buyers” in transactions under Rule 144A,
or (ii) Institutional Accredited Investors pursuant to any other exemption from the registration requirements of the Securities
Act, subject in the case of this clause (ii) to (a) the receipt by the Certificate Registrar of a letter substantially in the
form hereof, (b) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Certificate Registrar
that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (c) the receipt by the Certificate
Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance
with the Securities Act and other applicable laws (including applicable state and foreign securities laws), and (d) a written
undertaking to reimburse the Trust for any costs incurred by it in connection with the proposed transfer. It understands that
the Certificate (and any subsequent Non-Book Entry Certificate) has not been registered under the Securities Act, by reason of
a specified exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona
fide nature of the Purchaser’s investment intent (or intent to resell to only certain investors in certain exempted transactions)
as expressed herein.


 


3.       The
Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate
cannot be resold unless it is registered or qualified thereunder or unless an exemption from such registration or qualification
is available.


 


4.       The
Purchaser has reviewed the applicable Offering Circular dated November 1, 2017, relating to the Certificates (the “Offering
Circular”) and the agreements and other materials referred to therein and has had the opportunity to ask questions and
receive answers concerning the terms and conditions of the transactions contemplated by the Offering Circular.


 


5.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Trust and Servicing Agreement in its capacity as an
owner of a Non-Book Entry Certificate or Certificates, as the case may be (each, a “Certificateholder”), in
all respects as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar
and all Certificateholders present and future.


 


6.       The
Purchaser will not sell or otherwise transfer any portion of the Certificate, except in compliance with Section 5.3 of the Trust
and Servicing Agreement.


 






    Exhibit J-1-2 


     


    

 


7.       Check
one of the following:


 


☐      The
Purchaser is a “U.S. Person” and it has attached hereto an Internal Revenue Service (“IRS”) Form W-9 (or
successor form).


 


☐      The
Purchaser is not a “U.S. Person” and under applicable law in effect on the date hereof, no taxes will be required
to be withheld by the Certificate Registrar (or its agent) with respect to Distributions to be made on the Certificate(s). The
Purchaser has attached hereto (i) a duly executed IRS Form W-8BEN or W-8BEN-E (or successor form), which identifies such Purchaser
as the beneficial owner of the Certificate(s) and states that such Purchaser is not a U.S. Person, (ii) two duly executed copies
of IRS Form W-8IMY (and all appropriate attachment, (iii) two duly executed copies of IRS Form W-8ECI (or successor form), which
identify such Purchaser as the beneficial owner of the Certificate(s) and state that interest and original issue discount on the
U.S. Securities is, or is expected to be, effectively connected with a U.S. trade or business or (iv) a duly executed copy of
IRS Form W-8EXP. The Purchaser agrees to provide to the Certificate Registrar updated IRS Form W-8BEN, IRS Form W-8BEN-E, IRS
Form W-8IMY, IRS Form W-8ECI or IRS Form W-8EXP, as the case may be, any applicable successor IRS forms, or such other certifications
as the Certificate Registrar may reasonably request, on or before the date that any such IRS form or certification expires or
becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification
furnished by it to the Certificate Registrar.


 


For
purposes of this paragraph 7, “U.S. Person” means a citizen or resident of the United States, a corporation, partnership
(except to the extent provided in applicable Treasury Regulations), or other entity created or organized in or under the laws
of the United States, any state thereof or the District of Columbia, including any entity treated as a corporation or partnership
for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless of its source,
or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust,
and one or more such U.S. Persons have the authority to control all substantial decisions of such trust (or, to the extent provided
in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Persons).


 


Please
make all payments due on the Certificates:**


 


(a)       by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:


 


Account
number: ______________________________



Institution: ___________________________________


 





 



 


**       Please
select (a) or (b).



 






    Exhibit J-1-3 


     


    

 


(b)       by
mailing a check or draft to the following address:


 


______________________________________________


 


______________________________________________


 


______________________________________________



 





	 	Very truly yours,
	 	 
	 	[Insert Name of Purchaser]
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:


  


Dated:
 ________________, 20__


 









    Exhibit J-1-4 


     


    

 


EXHIBIT
J-2


 


FORM
OF AFFIDAVIT PURSUANT TO

SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479

Attention: Bondholder Services – Worldwide Plaza Trust 2017-WWP


 


		Re:	Worldwide
                                         Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates, Series 2017-WWP
                                         (the “Certificates”) issued pursuant to the Trust and Servicing Agreement,
                                         dated November 10, 2017 (the “Trust and Servicing Agreement”),
                                         by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
                                         Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer,
                                         Wells Fargo Bank, National Association, as Certificate Administrator and as Custodian,
                                         Wilmington Trust, National Association, as Trustee.



 








 



 





	STATE OF	)	 
	 	)                ss.:	 
	COUNTY OF	)	 





 


Capitalized
terms not defined herein shall have the meaning ascribed to them in the Trust and Servicing Agreement.


 


I,
[______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:


 


1.       I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “Trust REMIC”) designated as the “Lower-Tier REMIC” and “Upper-Tier
REMIC,” respectively, relating to the Certificates for which an election is to be made under Section 860D of the
Internal Revenue Code of 1986 (the “Code”).


 


3.       The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring
the Class R Certificates for the account of, or as agent or


 






    Exhibit J-2-1 


     


    

 


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


 


4.       The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.       The
Purchaser is a Permitted Transferee. For the purpose hereof, a “Permitted Transferee” is any Person or agent
of such Person other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate Registrar who
is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the transfer) to the
effect that the transfer of an ownership interest in any Class R Certificate to such Person will not cause either Trust REMIC
to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Disqualified Non-U.S. 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. Person or (e) a U.S. Person with respect to which 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. Person.


 


6.       No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.       The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other U.S. Person.


 


8.       Check
the applicable paragraph:


 


☐      The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 






    Exhibit J-2-2 


     


    

 


(i)       the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)       the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)      the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related Trust REMIC generates
losses.


 


For
purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b)
of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in
Section 11(b) of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code
in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate)
and (ii) present values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the Purchaser.


 


☐       The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)       the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as
to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)       at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a Person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)      the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Treasury Regulations Sections 1.860E-1(c)(4)(i),
(ii) and (iii) and Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)      the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐       None
of the above.


 


9.       The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 






    Exhibit J-2-3 


     


    

 


10.       The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.       The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer to any Person that does not provide an affidavit and agreement in substantially the same form as this affidavit
and agreement or as to which the Purchaser has actual knowledge that such Person is not a Permitted Transferee or is acting as
an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee.


 


12.       The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any Person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain
a Permitted Transferee.


 


13.       The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.       The
Purchaser has reviewed the provisions of Section 5.3 of the Trust and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.       The
Purchaser consents to the designation of the Certificate Administrator as the agent of the Tax Matters Person and “partnership
representative” of the Lower-Tier REMIC and the Upper-Tier REMIC pursuant to Section 11.1 of the Trust and Servicing
Agreement.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Trust 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 J-2-4 


     


    

 


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 J-2-5 


     


    

 


EXHIBIT
J-3


 


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: Bondholder Services – Worldwide Plaza Trust 2017-WWP


 


		Re:	Worldwide
                                         Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates, Series 2017-WWP,
                                         Class R



 





 






 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Trust and Servicing
Agreement, dated as of November 10, 2017 (the “Trust and Servicing Agreement”), by and among GS Mortgage
Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer, Cohen Financial, a Division of SunTrust
Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Custodian, Wilmington Trust,
National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust
and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)       The
Transferor understands that the Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to the
Trust and Servicing Agreement as Exhibit J-2. The Transferor has no actual knowledge that the Transferee is not a Permitted Transferee
(as defined in such Transfer Affidavit and Agreement) and has no actual knowledge or reason to know that the Transferee’s
representations in such Transfer Affidavit and Agreement are false.


 


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
has determined that 


 






    Exhibit J-3-1 


     


    

 


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 for United States income taxes associated therewith) unless the Transferor has conducted such an
investigation.


 





	 	Very
                                         truly yours,
	 	 
	 	(Transferor)
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:


  



    Exhibit J-3-2 


     


    




 





EXHIBIT
J-4


 


FORM
OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF THE CLASS HRR CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association, 


as
Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Bondholder Services – Worldwide Plaza Trust 2017-WWP


 


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:	Worldwide
                                         Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates, Series 2017- WWP
                                         (the “Certificates”) issued pursuant to the Trust and Servicing Agreement
                                         (the “Trust and Servicing Agreement”), dated as of November 10,
                                         2017, by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank,
                                         National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special
                                         Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as
                                         Custodian, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender
                                         Services LLC, as Operating Advisor



 


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 HRR Certificates from [_____] (the “Transferor”).



 


		2.	The
                                         Purchaser is aware that the Certificate Registrar will not register any transfer of any
                                         portion of the Class 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



 






    Exhibit J-4-1 


     


    

 





			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”),
                                         and the Transferor has satisfied all requirements pursuant to such Risk Retention Agreement.



 


If
the Purchaser is an insurance company general account relying on PTCE 95-60 to cover its acquisition of the Class 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 Class HRR
Certificates and (b) the acquisition of the Class HRR Certificates will be effected through Goldman Sachs & Co. LLC.


 


		4.	Check
                                         one of the following:



 


☐            The
Transfer will occur during the Third Party Purchaser Transfer Restriction Period, and 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 Class 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 Class HRR Certificates, it will remain a Majority-Owned Affiliate.



 


		C.	It
                                         will deliver a joinder agreement substantially in the form attached to the Risk Retention
                                         Agreement pursuant to which it has agreed to be bound by the terms of the Risk Retention
                                         Agreement to the same extent as if it was the Transferor itself.



 


		D.	It
                                         consents to any additional restrictions or arrangements that shall be deemed necessary
                                         upon advice of counsel to constitute a reasonable arrangement to ensure that its ownership
                                         of the Class HRR Certificates will satisfy the Credit Risk Retention Rules in its capacity
                                         as third-party purchaser under Regulation RR.



 


☐              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:


 


		1.	It
                                         will execute and deliver to the Retaining Sponsor a new credit risk retention agreement
                                         in form and substance satisfactory to the Retaining Sponsor in accordance with the Risk
                                         Retention Agreement.



 






    Exhibit J-4-2 


     


    

 


		2.	If
                                         required by the Retaining Sponsor, an affiliate of the Purchaser will execute and deliver
                                         a guaranty, which shall be substantially the same in the form and substance of the guaranty
                                         provided pursuant to the Risk Retention Agreement.



 


		3.	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.



 


		4.	It
                                         consents to any additional restrictions or arrangements that shall be deemed necessary
                                         upon advice of counsel to constitute a reasonable arrangement to ensure that its ownership
                                         of the Class HRR Certificates will satisfy the Credit Risk Retention Rules in its capacity
                                         as third-party purchaser under Regulation RR.



 


		5.	Check
                                         one of the following:



 


☐             
The Transferee is a “U.S. Person” and it has attached hereto an Internal Revenue Service (“IRS”)
Form W-9 (or successor form).


 


☐              The
Transferee is not a “U.S. Person” and under applicable law in effect on the date hereof, no taxes will be required
to be withheld by the Certificate Registrar (or its agent) with respect to Distributions to be made on the Certificate(s). The
Transferee has attached hereto (i) a duly executed IRS Form W-8BEN or W-8BEN-E (or successor form), which identifies such Transferee
as the beneficial owner of the Certificate(s) and states that such Transferee is not a U.S. Person, (ii) two duly executed copies
of IRS Form W-8IMY (and all appropriate attachment, (iii) two duly executed copies of IRS Form W-8ECI (or successor form), which
identify such Transferee as the beneficial owner of the Certificate(s) and state that interest and original issue discount on
the U.S. Securities is, or is expected to be, effectively connected with a U.S. trade or business or (iv) a duly executed copy
of IRS Form W-8EXP. The Transferee agrees to provide to the Certificate Registrar updated IRS Form W-8BEN, IRS Form W-8BEN-E,
IRS Form W-8IMY, IRS Form W-8ECI or IRS Form W-8EXP, as the case may be, any applicable successor IRS forms, or such other certifications
as the Certificate Registrar may reasonably request, on or before the date that any such IRS form or certification expires or
becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification
furnished by it to the Certificate Registrar.


 


For
purposes of this paragraph 5, “U.S. Person” means a citizen or resident of the United States, a corporation, partnership
(except to the extent provided in applicable Treasury regulations), or other entity created or organized in or under the laws
of the United States, any state thereof or the District of Columbia, including any entity treated as a corporation or partnership
for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless of its source,
or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust,
and one or more such U.S. Persons have the authority to control all substantial decisions of such trust (or, to the extent provided
in applicable


 






    Exhibit J-4-3 


     


    

 


Treasury
regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Persons).


 


		6.	All
                                         distributions to be made to the Transferee pursuant to the Trust and Servicing Agreement
                                         should be made to:



 


[INSERT
WIRE TRANSFER INFORMATION]


 


Bank:


Account
No.:


Attention:


Ref: 


ABA
No.:


 


		7.	Any
                                         communications to the Transferee pursuant to the Trust and Servicing Agreement should
                                         be provided to:



 


[INSERT
CONTACT INFORMATION]


 


[NAME] 


[ADDRESS] 


Fax
number: 


Telephone: 


 


E-mail:



 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Trust 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 J-4-4 


     


    

 


EXHIBIT
J-5


 


FORM
OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF HRR INTEREST


 


[Date]


 


Wells
Fargo Bank, National Association,





as
Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Bondholder Services – Worldwide Plaza Trust 2017-WWP


 


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


 


Cadwalader,
Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Lisa Pauquette

Email: lisa.pauquette@cwt.com


 


		Re:	Worldwide
                                         Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates, Series 2017- WWP
                                         (the “Certificates”)



 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the transfer (the “Transfer”) by [______] (the “Transferor”) to
[______] (the “Transferee”) [$[_____] aggregate Certificate Balance of the Class HRR Certificates]. The Certificates
were issued pursuant to the Trust and Servicing Agreement, dated as of November 10, 2017 (the “Trust and Servicing
Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Custodian, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Trust
and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you that:


 






    Exhibit J-5-1 


     


    

 


		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 Trust and Servicing Agreement.



 


		2.	The
                                         Transferor has complied with all of the covenants in the Risk Retention Agreement during
                                         the period from the date of the Risk Retention Agreement through and including the date
                                         of the Transfer.



 


		3.	All
                                         of the representations and warranties made by the Transferor in the Risk Retention Agreement
                                         are true and correct as of the date of the Transfer.



 


		4.	All
                                         of the requirements set forth in the Risk Retention Agreement relating to the Transfer
                                         have been complied with.



 


		5.	If
                                         the Transferee is an insurance company general account relying on PTCE 95-60 to cover
                                         its acquisition of the Class 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 Class HRR
                                         Certificates and (b) the acquisition of the Class HRR Certificates will be effected through
                                         Goldman Sachs & Co. LLC.



 


		6.	Check
                                         one of the following:



 


☐          The
Transferor certifies, represents and warrants to you that:


 


		A.	The
                                         Transferee is a “majority-owned affiliate”, as such term is defined in Regulation
                                         RR, of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	The
                                         Transferor has satisfied all of the conditions under the Risk Retention Agreement applicable
                                         to transfers by the Transferor to a Majority-Owned Affiliate.



 


☐          The
[Transfer will occur on and after the fifth anniversary of the Closing Date, and the][bracketed language to be deleted if the
Credit Risk Retention Rules are no longer in effect or modified if time periods change as a result of a modification to the Credit
Risk Retention Rules] Transferor certifies, represents and warrants to you that:


 


		A.	The
                                         Transferor has satisfied all of the conditions under the Risk Retention Agreement applicable
                                         to transfers by the Transferor to subsequent Third Party Purchasers.



 


		7.	The
                                         Transferor certifies, represents and warrants to you that the Transferor has provided
                                         notice of the Transfer to the Retaining Sponsor and [check one of the following]:



 


☐           The
Retaining Sponsor has consented to the Transfer, a copy of which is attached hereto.


 






    Exhibit J-5-2 


     


    

 


☐           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.


 


The
Transferor understands that the Transferee has delivered to you a Transferee Certificate in the form attached to the Trust and
Servicing Agreement as Exhibit J-2. The Transferor does not know or believe that any representation contained therein is
false.


 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.








 


	 	[TRANSFEROR]
	 	 	 
		By:	

	 	 	Name:
	 	 	Title:





 






    Exhibit J-5-3 


     


    

 








EXHIBIT
J-6


 


FORM
OF REQUEST OF THE RETAINING SPONSOR CONSENT FOR RELEASE OF THE CLASS HRR CERTIFICATES


 


[Date] 


FOR
A RELEASE 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 – Worldwide Plaza Trust 2017-WWP 


Email:
RiskRetentionCustody@wellsfargo.com


 


FOR
A RELEASE 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.osborne@gs.com 


Email:
gs-refgsecuritization@gs.com


 


GS
Mortgage Securities Corporation II,

as Depositor 


Email:
leah.nivison@gs.com 


Email:
joe.osborne@gs.com 


Email:
gs-refgsecuritization@gs.com


 


Cadwalader,
Wickersham & Taft, LLP 


200
Liberty Street 


New
York, New York 10281 


Attention:
Lisa Pauquette

Email: lisa.pauquette@cwt.com


 


Worldwide
Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates, Series 2017-WWP (the “Certificates”)


 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the release (the “Release”) of $[_____] aggregate Certificate Balance
of the Class HRR Certificates from the Third Party Purchaser Safekeeping Account [and, in connection with the termination of the
Credit Risk Retention Rules, request to convert such Class HRR Certificates to a Global Certificate pursuant to the enclosed transfer
certificate].


 






    Exhibit J-6-1 


     


    

 


The
Certificates were issued pursuant to the Trust and Servicing Agreement, dated as of November 10, 2017 (the “Trust
and Servicing Agreement”), between GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Custodian, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Trust
and Servicing Agreement.


 


The
Third Party Purchaser hereby requests your written consent to the Release [and conversion to a Global 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 TRUST
AND SERVICING AGREEMENT.


 









    Exhibit J-6-2 


     


    

 


The
contact information of the Certificate Administrator is:


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services Worldwide Plaza Trust 2017-WWP

Email: riskretentioncustody@wellsfargo.com


 





	 	Sincerely,
	 	 
	 	[THIRD
                                         PARTY PURCHASER]
	 	 	 
		By:	

	 	 	Name:
	 	 	Title:


 


CONSENT
TO RELEASE


 


GOLDMAN
SACHS MORTGAGE COMPANY, a New York Limited Partnership


 


 


	By:	 	 
	Authorized Representative	 






 






    Exhibit J-6-3 


     


    

 


EXHIBIT K-1


 


FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER
RELATED PARTIES


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Administrator 


9062 Old Annapolis Road


Columbia, Maryland 21045

Attention: Worldwide Plaza Trust 2017-WWP


 


		Re:	Worldwide
                                         Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates, Series 2017-WWP,
                                         Class [__] 	 



 


In accordance with the requirements
for obtaining certain information under, or the exercise of Voting Rights pursuant to, the Trust and Servicing Agreement, dated
as of November 10, 2017 (the “Trust and Servicing Agreement”), by and among GS Mortgage Securities
Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Custodian, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor, with respect to the above-referenced certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.            The
undersigned is [a certificateholder] [a beneficial owner] [a prospective purchaser] of the Class ___ Certificates] [the Controlling
Class Representative]1 [a repurchasing Sponsor]
[Companion Loan Holder].


 


2.            The
undersigned is not a Borrower Related Party.


 


3.            The
undersigned has received a copy of the final Offering Circular.2


 


4.            The
undersigned is requesting access pursuant to the Trust 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 Trust 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


 





 



 


1
Only required if (i) the Controlling Class Representative is not a Certificateholder and (ii) no Consultation Termination Event
or Control Termination Event is in effect.


 


2
Not required for a prospective purchaser.



 



    Exhibit K-1-1


     


    

 


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 Certificate Administrator, 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.


 


 The undersigned will not
use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.             The
undersigned shall be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.             The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


7.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Trust 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 day and year written above.


  


	 	[Certificateholder] [Beneficial


Owner][Prospective Purchaser] [Controlling

 Class Representative] [repurchasing Sponsor] 

[Companion Loan Holder]



 


	 	By:	 



 


	 	Name:	 



 


	 	Title:	 



 


	 	Company:	 






 





	 	Phone: 	 


 






    Exhibit K-1-2


     


    

  



EXHIBIT K-2


 


FORM OF INVESTOR CERTIFICATION FOR BORROWER RELATED
PARTIES


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045

Attention: Worldwide Plaza Trust 2017-WWP


 


		Re:	Worldwide
                                         Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates, Series 2017-WWP,
                                         Class [__] 	 



 


In accordance with the requirements
for obtaining certain information under, or the exercise of Voting Rights pursuant to, the Trust and Servicing Agreement, dated
as of November 10, 2017 (the “Trust and Servicing Agreement”), by and among GS Mortgage Securities
Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Custodian, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor, with respect to the above-referenced certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.            The
undersigned is a [[certificateholder] [beneficial owner] [prospective purchaser] of the Class ___ Certificates] [the Controlling
Class Representative] 1 [Companion Loan
Holder].


 


2.            The
undersigned is a Borrower Related Party.


 


3.            The
undersigned has received a copy of the final Offering Circular.2


 


4.            The
undersigned is requesting access pursuant to the Trust and Servicing Agreement to the Distribution Date Statements (the “Information”)
on the Certificate Administrator’s Website.


 


 In consideration of the
disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with 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 Certificate Administrator, be otherwise disclosed
by the


 





 



 


1 Only required if (i) the
Controlling Class Representative is not a Certificateholder and (ii) no Consultation Termination Event or Control Termination
Event is in effect.


 


2
Not required for a prospective purchaser.


 




    Exhibit K-2-1


     


    

  


undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part.


 


 The undersigned will not
use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.             The
undersigned shall be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.             The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


7.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Trust 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 day and year written above.


 





	 	[Certificateholder] [Beneficial


Owner][Prospective Purchaser] [Controlling

 Class Representative] [Companion Loan 

Holder]



 


	 	By:	 



 


	 	Name:	 



 


	 	Title:	 



 


	 	Company:	 






 





	 	Phone: 	 


 




    Exhibit K-2-2


     


    

 


EXHIBIT K-3


 


FORM OF INVESTOR CERTIFICATION FOR EXERCISING VOTING
RIGHTS


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045

Attention: Worldwide Plaza Trust 2017-WWP


 


		Re:	Worldwide
                                         Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates, Series 2017-WWP,
                                         Class [__] 	 



 


In accordance with the requirements
for the exercise of Voting Rights pursuant to the Trust and Servicing Agreement, dated as of November 10, 2017 (the “Trust
Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Custodian, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


1.            The
undersigned is a [certificateholder] [beneficial owner] of the Class ___ Certificates.


 


2.            The
undersigned has received a copy of the Offering Circular.


 


3.            The
undersigned is not a Borrower Related Party.


 


4.            The
undersigned intends to exercise Voting Rights under the Trust and Servicing Agreement and certifies that (please check one of the
following):


 


		___	The undersigned is the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
or the Trustee.



 


		___	The undersigned is an Affiliate of the Depositor, the Servicer, the Special Servicer, the Certificate
Administrator or the Trustee and hereby certifies to the existence of an Affiliate Ethical Wall between it and the Depositor, the
Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable.



 


		___	The undersigned is not the Depositor, the Servicer, the
Special Servicer, the Certificate Administrator, the Trustee or an Affiliate of the foregoing.



 






    Exhibit K-3-1


     


    

 


5.            FOR
PURPOSES OF REMOVING THE SPECIAL SERVICER DUE TO A RECOMMENDATION BY THE OPERATING ADVISOR PLEASE CHECK ONE OF THE FOLLOWING:


 


		___	The undersigned is not an affiliate of any other Certificateholder.



 


		___	The undersigned is an affiliate of any other Certificateholder.



 


6.            The
undersigned shall be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator 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.            Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Trust 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 day and year written above.


 








	 	 
	 	[Certificateholder] [Beneficial
Owner]



 





	 	By:	 



 


	 	Name:	 



 


	 	Title:	 



 


	 	Company:	 






 





	 	Phone: 	 


 




    Exhibit K-3-2


     


    

 


EXHIBIT L


 


APPLICABLE SERVICING CRITERIA


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this
Exhibit L, other than with respect to Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer engaged
by a 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.	Servicer

        Special Servicer

        Certificate
        Administrator

         

	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.	Servicer

        Special Servicer

        Certificate
        Administrator

         

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Servicer

        Special Servicer

         

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	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.	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

     
	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.	Servicer

        Special Servicer

        Trustee

         

	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.	Servicer

        Special Servicer

        Certificate
        Administrator

         

	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.	Servicer

        Special Servicer

        Certificate
        Administrator

         




 






    Exhibit L-1-1


     


    

 


	APPLICABLE
    Servicing Criteria 	applicable
    PARTY
	Reference	Criteria	 
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Servicer

        Special Servicer

        Certificate
        Administrator

         

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days
    after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed
    and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling
    items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number
    of days specified in the transaction agreements.	Servicer

        Special Servicer

        Certificate
        Administrator

         

	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
    other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator
	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.	Servicer

        Special Servicer

        Custodian

         

	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Servicer

    Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	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.	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.	Servicer

    Special Servicer



 






    Exhibit L-1-2


     


    

 


	APPLICABLE
    Servicing Criteria 	applicable
    PARTY
	Reference	Criteria	 
	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).	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.	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.	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.	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.	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.	Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A





 






    Exhibit L-1-3


     


    

 


EXHIBIT M


 


FORM OF NRSRO CERTIFICATION


 


[Date]


 


Wells Fargo Bank, National Association,


9062 Old Annapolis Road


Columbia, Maryland 21045

Attention: Corporate Trust Services Worldwide Plaza Trust 2017-WWP


 


	Attention:	Worldwide Plaza Trust 2017-WWP, Commercial
                                         Mortgage Pass-Through Certificates, Series 2017-WWP



 


In accordance with the requirements
for obtaining certain information pursuant to the Trust and Servicing Agreement, dated as of November 10, 2017 (the “Trust
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Custodian, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor, with respect to the above-referenced 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; or



 


		2.	The undersigned, a Nationally Recognized Statistical Rating
Organization (“NRSRO”);



 


has provided the Depositor with
the appropriate certifications under Exchange Act 17g-5(e);


 


has access to the Depositor’s
17g-5 website; and


 


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.


 


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.


 


Capitalized terms used but not defined herein shall
have the respective meanings assigned thereto in the Trust and Servicing Agreement.


 






    Exhibit M-1-1


     


    

 


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.


 


Date: 


 





	 	Very truly yours,



 


	 	[NRSRO Name]



  


By: 

Name:

Title:

Phone:

E-mail:


 


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 Worldwide Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates,
Series 2017-WWP (the “Certificates”) pursuant to the Trust and Servicing Agreement, dated as of November 10,
2017 (the “Trust and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
Wells Fargo Bank, National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator and as Custodian, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor, 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 Trust 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 Trust 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


 



    Exhibit M-1-2


     


    

 


information, the “Evaluation Material”) and (y) any of the terms, conditions or
other facts with respect to the transactions contemplated by the Trust 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.



 


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;



 






    Exhibit M-1-3


     


    

 


		●	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 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.


 






    Exhibit M-1-4


     


    

 


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 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.


 






    Exhibit M-1-5


     


    

 


Contact Information.
Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


[_____________]


 




    Exhibit M-1-6


     


    

 


EXHIBIT N


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SERVICER AND SPECIAL SERVICER


 


RECORDING REQUESTED BY:


{insert address}




 


 






SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington
Trust, National Association, a national banking association, incorporated and existing under the laws of the United States, having
its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890 as Trustee (the “Trustee”)
pursuant to that Trust and Servicing Agreement dated as of November 10, 2017 (the “Agreement”) by and among
GS Mortgage Securities Corporation II (the “Depositor”), Wells Fargo Bank, National Association, as servicer
(in such capacity, the “Servicer”), Cohen Financial, a Division of SunTrust Bank, as special servicer (the “Special
Servicer”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”) and custodian (in such capacity, the “Custodian”), Park Bridge Lender Services LLC,
as operating advisor (the “Operating Advisor”), and the Trustee hereby constitutes and appoints the [Servicer]
[Special Servicer], by and through the [Servicer] [Special Servicer] 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 the mortgage loan (the “Whole
Loan”) serviced by the [Servicer] [Special Servicer] and the property (“REO Property”) administered
by the [Servicer] [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 Whole Loan and REO Property; 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 the Whole Loan. 



 


		2.	The modification or re-recording of a Mortgage
or deed of trust, where said modification or re-recording is solely for the purpose of correcting the Mortgage or deed of trust
to conform same to the original intent of the parties thereto or to correct title errors discovered after such title insurance
was issued; provided that (i) said modification or re-recording, in either instance, does not adversely affect the lien of the
Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement. 



 






     Exhibit N-1


     

    

 


		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 the Mortgage or deed of trust
and the related Mortgage Note, in connection with the repurchase of the Whole Loan secured and evidenced thereby.



 


		8.	The full assignment of the 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 Note.



 


		9.	The full enforcement of and preservation of the
Trustee’s interests in the Note, Mortgage or deed of trust, and in the proceeds thereof, by way of, including but not limited
to, foreclosure, the taking of a deed in lieu of foreclosure, or the completion of judicial or non-judicial foreclosure or the
termination, cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions
or proceedings with respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, and
the pursuit of title insurance, hazard insurance and claims in bankruptcy proceedings, including, without limitation, any and all
of the following acts:



 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the deed of trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



 


		c.	the preparation and filing of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the taking of deed in lieu of foreclosure;



 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy cases affecting Note,
Mortgage or deed of trust;



 






     Exhibit N-2


     

    

 


		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 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 the 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 Property, REO Property or otherwise, documents relating
to the management, operation, maintenance, repair, leasing and marketing of the Property (including agreements and requests by
any borrower with respect to 



 






     Exhibit N-3


     

    

 


modifications
of the standards of operation and management of such Property or the replacement of asset managers) or REO Property, documents
exercising any or all of the rights, powers and privileges granted or provided to the holder of the Whole Loan under the related
loan documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements,
any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the
Property or REO Property, instruments relating to the custody of any collateral that now secures or hereafter may secure the Whole
Loan and any other consents.


 


The undersigned gives said Attorney-in-Fact full
power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to carry
into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do,
and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.


 


This appointment is to be construed and interpreted
as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it
give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent that the [Servicer] [Special
Servicer] has the power to delegate its rights or obligations under the Agreement, the [Servicer] [Special Servicer] also has the
power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of
Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor of its
attorneys-in-fact as are necessary for such purpose. The [Servicer] [Special Servicer]’s attorneys-in-fact shall have no greater
authority than that held by the [Servicer] [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 [Servicer] [Special Servicer]the power to initiate or defend
any suit, litigation or proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein.
If the [Servicer] [Special Servicer] receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National
Association, then the [Servicer] [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 [Servicer] [Special Servicer] under the Agreement or to allow the [Servicer] [Special Servicer]
to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The [Servicer] [Special Servicer] hereby agrees
to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever
incurred by reason or result of the negligent use, or negligent or


 






     Exhibit N-4


     

    

 


willful misuse, of this Limited Power of Attorney by the [Servicer]
[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, as Trustee for Worldwide Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates, Series 2017-WWP 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 Worldwide Plaza Trust
    2017-WWP, Commercial Mortgage Pass-Through Certificates, Series 2017-WWP
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Witness:


 





 



 




 




     Exhibit N-5


     

    


 


IN WITNESS WHEREOF, Wilmington
Trust, National Association, as Trustee has caused these presents to be signed and acknowledged in its name and behalf by a duly
elected and authorized signatory this __________ day of ________________, 20[__].


	 	 	 	 	 
	 	 	
        Wilmington Trust, National Association, as Trustee

         

        for the benefit of the Holders of Worldwide Plaza Trust 2017-WWP, Commercial
        Mortgage Pass-Through Certificates, Series 2017-WWP

         

	 	 	By:	 
	Witness:	 	, Vice President
	 	 	 
	Witness:	 	 
	 	 	 
	Attest: 	Assistant Secretary	 	 



 



     Exhibit N-6


     

    


 


EXHIBIT O


 


FORM OF ERISA REPRESENTATION LETTER


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Registrar


600 South 4th
Street, 7th Floor


MAC: N9300-070


Minneapolis, Minnesota
55479


Attention: Certificate Transfers (CMBS) – Worldwide Plaza Trust
2017-WWP


 


Wilmington Trust,
National Association,

as Trustee


1100 North Market Street


Wilmington, Delaware 19890


Attention: CMBS Account Management – Worldwide Plaza Trust 2017-WWP


 


[Transferor]


[______]


[______]


Attention: [______]


 


		Re:	Worldwide
                                         Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through 

Certificates, Series 2017-WWP
                                         



 


Ladies and Gentlemen:


 


The undersigned (the “Purchaser”)
proposes to purchase $_____________ initial Certificate Principal Amount of Worldwide Plaza Trust 2017-WWP, Commercial Mortgage
Pass Through Certificates, Series 2017-WWP, Class [_], CUSIP No. [____] (the “Certificates”), issued pursuant
to that certain Trust and Servicing Agreement, dated as of November 10, 2017 (the “Trust Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer, Cohen Financial,
a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Custodian,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms
used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement.


 


In connection with such transfer,
the undersigned hereby represents and warrants to you that, with respect to the Certificates, the Purchaser is not and will not
be (i) a retirement plan or other employee benefit plan or arrangement, including an individual retirement account or a Keogh plan,
which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or
Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined
in Section 3(32) of ERISA) or other plan that is subject to any federal, state or local law (“Similar Law”)
that is, to a material extent, similar to the


 






     Exhibit O-1


     

    

 


foregoing
provisions of ERISA or the Code (each, a “Plan”), or (ii) a collective investment fund, the assets of which
are considered Plan assets under the U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA or
for purposes of Similar Law, an insurance company using assets of separate accounts or general accounts which include assets of
Plans (or which are deemed pursuant to ERISA or Similar Law to include assets of Plans) or other Person acting on behalf of any
such Plan or using the assets of any such Plan, other than an insurance company using assets of its general account under circumstances
whereby such purchase and the subsequent holding of Certificate(s) by such insurance company would be exempt from the prohibited
transaction provisions of ERISA and Section 4975 of the Code under Sections I and III of Prohibited Transaction Class Exemption
95-60 or, as applicable, would not constitute a non-exempt violation of Similar Law.


 


IN WITNESS WHEREOF, the Purchaser
hereby executes this ERISA Representation Letter on the ___ day of _____, ____.





	 	 	 
	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     Exhibit O-2


     

    


 


EXHIBIT P


 


FORM OF NOTICE TO PARTIES OF A CONTROL TERMINATION
EVENT / CONSULTATION TERMINATION EVENT


 


[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: Worldwide Plaza Trust 2017-WWP Asset Manager

        email: commercial.servicing@wellsfargo.com

         

        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: Worldwide Plaza Trust 2017-WWP Surveillance Manager

        email: cmbs.notices@parkbridgefinancial.com

         
	
        Wells Fargo Bank, National
Association

as Certificate Administrator

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Worldwide Plaza Trust 2017-WWP

        

        Cohen Financial, a Division of SunTrust Bank

        Loan Administration Service Center

        4601 College Blvd., Suite 300

        Leawood, KS 66211

        Attention: Head of Investor Services

         



		Re:	Worldwide Plaza
                                         Trust 2017-WWP, Commercial Mortgage 

Pass-Through Certificates, Series 2017-WWP



 


THIS NOTICE IDENTIFIES THE AFFILIATION
OF THE CONTROLLING CLASS REPRESENTATIVE OR A HOLDER OF THE MAJORITY OF THE CONTROLLING CLASS WITH A BORROWER RELATED PARTY RELATING
TO THE WORLDWIDE PLAZA TRUST 2017-WWP, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-WWP, REQUIRING ACTION BY YOU
AS THE RECIPIENT PURSUANT TO SECTION 6.5(C) OF THE TRUST AND SERVICING AGREEMENT.


 


In accordance with Section 6.5(c)
of the Trust and Servicing Agreement, dated as of November 10, 2017 (the “Agreement”), between GS Mortgage
Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer, Cohen Financial, a Division of SunTrust
Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Custodian, Wilmington Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned is [the Controlling Class Representative] [a holder of [__]% of the Controlling Class, by Certificate Balance,]
as of the date hereof.


 






     Exhibit P-1


     

    

 


2.          The undersigned has become a Borrower Related Party with respect to the Trust Loan.


 


3.          If the undersigned is either (a) a holder of 50% or more of the Controlling Class or (b) the Controlling Class Representative
then each of the recipients to this notice are hereby notified that a Consultation Termination Event and a Control Termination
Event is hereby deemed to occur with respect to the Trust Loan.


 


4.          The undersigned agrees to indemnify and hold harmless each party to the Agreement, 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 information made available to Privileged Persons.


 


5.          The undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed
to have recertified that the representations and covenants contained herein remain true and correct.


 


6.          The undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance
with the notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


Capitalized terms used but not defined herein have
the respective meanings given to them in the Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.





	 	 	 
	 	[Controlling Class Representative] [a Controlling Class Certificateholder]
	 	By:	 
	 	Name:
	 	Title:
	 	Phone:
	 	Email:
	 	Address


 




     Exhibit P-2


     

    


 


EXHIBIT Q


 


FORM OF ONLINE VENDOR CERTIFICATION


 


This Certification has been
prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the
Depositor. If you represent a Vendor Provider not listed herein and would like access to the information, please contact CTSLink
at 866-846-4526, or at ctslink.customerservice@wellsfargo.com


 


In connection with the Worldwide
Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates, Series 2017-WWP (the “Certificates”), the
undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is an employee or agent of Bloomberg Financial Markets, L.P., CMBS.com, Inc., Trepp, LLC, Intex Solutions, Inc., Moody’s
Analytics, BlackRock Financial Management Inc., Markit Group Limited or Thomson Reuters, a market data provider that has been given
access to the Distribution Date Statements, CREFC reports and supplemental notices on www.ctslink.com (“CTSLink”)
by request of the Depositor.


 


2.          The
undersigned agrees that each time it accesses www.usbank.com/abs, the undersigned is deemed to have recertified that the representation
above remains true and correct.


 


3.          The
undersigned acknowledges and agrees that the provision to it of information and/or reports on CTSLink is for its own use only,
and agrees that it will not disseminate or otherwise make such information available to any other person without the written consent
of the Depositor, and any confidentiality agreement applicable to the undersigned with respect to information obtained from the
Depositor’s 17g-5 Website shall also be applicable to information obtained from www.usbank.com/abs.


 


4.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement, dated
as of November 10, 2017, by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Custodian, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor.


 


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 Q-1


     

    


 





	 	 	 	 	 	 
	 	[                        ]
	 	 
	 	By:	 	 	 	 
	 	 	 	 	 	 
	 	Name:	 	 
	 	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 	 
	 	Company:	 
	 	 	 	 	 	 
	 	Phone:	 	 



 




     Exhibit Q-2


     

    


 


EXHIBIT R


 


[RESERVED]


 




     Exhibit R-1


     

    


 


EXHIBIT S


 


FORM OF NOTICE OF MEZZANINE COLLATERAL FORECLOSURE


 


Wells Fargo Bank, National Association,

as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attention: Worldwide Plaza Trust 2017-WWP


 


		Re:	Worldwide Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates,
Series 2017- WWP ________________________   



 


In accordance Section 3.21(c)
of the Trust and Servicing Agreement, dated as of November 10, 2017 (the “Trust and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer, Cohen Financial,
a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Custodian,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor, with respect to
the above-referenced certificates, the undersigned hereby notifies you that it has received notice that (a) the following Mezzanine
Lender has accelerated the related Mezzanine Loan secured by equity interests in the Mortgage Loan Borrower identified below and/or
(b) the following Mezzanine Lender has commenced foreclosure proceedings against the related mezzanine collateral:


 


	Mezzanine Lender	Mortgage Loan Borrower Name	Mortgaged Property Name
	[_______]	[_______]	[_______]


 


As set forth in the Trust and
Servicing Agreement, you may cause such Mezzanine Lender to re-submit any Investor Certification previously delivered by such Mezzanine
Lender, prior to allowing it access to the information on the Certificate Administrator’s Website, to the extent such information
is accessible only to Privileged Persons.


 


Capitalized terms used but
not defined herein shall have the meanings ascribed thereto in the Trust and Servicing Agreement.





	 	 	 
	 	COHEN FINANCIAL, A DIVISION
OF SUNTRUST BANK
	 	 	 
	 	Name:
	 	Title:


 




     Exhibit S-1


     

    

 


EXHIBIT T


 


FORM OF OPERATING ADVISOR ANNUAL REPORT1


 


Report Date: This report will be delivered
annually no later than 120 days after the end of calendar year, pursuant to the terms and conditions of the Trust and Servicing
Agreement, dated as of November 10, 2017 (the “Trust and Servicing Agreement”), among Wells Fargo Bank,
National Association, as servicer, Cohen Financial, a Division of SunTrust Bank, as special servicer, Wells Fargo Bank, National
Association, as certificate administrator and as custodian, Wilmington Trust, National Association, as trustee, and Park Bridge
Lender Services LLC, as operating advisor. 


Transaction: Worldwide Plaza Trust 2017-WWP, Commercial Mortgage
Pass Through Certificates, Series 2017-WWP

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer: Cohen Financial, a Division of SunTrust Bank


 


		I.	Executive Summary



 


Based on the requirements
and qualifications set forth in the Trust 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 Trust and Servicing Agreement) has undertaken
a limited review of the Special Servicer’s actions under the Trust and Servicing Agreement. 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 Accepted Servicing Practices with respect to its performance of its duties under the Trust and Servicing Agreement during
the prior calendar year. [The Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer
has failed to comply with Accepted Servicing Practices, 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]


 


		II.	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.	Major Decision Reporting Packages.



 





 



 


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 Trust and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.


 






    Exhibit T-1 


     


    

 


		2.	Reports by the Special Servicer made available to Privileged
Persons that are posted on the certificate administrator’s website and each asset status report and Final Asset Status Report.



 


		3.	The Special Servicer’s assessment of compliance
report, attestation report by a third party regarding the Special Servicer’s compliance with its obligations and net present
value calculations and Appraisal Reduction Amount calculations.



 


		4.	[LIST OTHER REVIEWED INFORMATION]



 


		5.	[INSERT IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT:
Consulted with the Special Servicer as provided under the Trust and Servicing Agreement in respect to the Asset Status Reports
for a Specially Serviced Loan and with respect to Major Decisions.]



   


NOTE: The Operating Advisor’s review of the
above materials should be considered a limited review and not be considered a full or limited audit. For instance, we did not review
each page of the Special Servicer’s policy and procedure manuals (including amendments and appendices), review underlying
lease agreements, re-engineer the quantitative aspects of their net present value calculator, visit any related property, visit
the Special Servicer, visit the Controlling Class Representative 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.


 


		III.	Qualifications and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	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.



 


		2.	Other than the receipt of the Major Decision Reporting
Package, the Operating Advisor did not participate in, or have access to, the Special Servicer’s and Controlling Class Representative’s
discussion(s) regarding any Specially Serviced Loan. The Operating Advisor does not have authority to speak with the Controlling
Class Representative or borrower 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.



 


		3.	The Special Servicer has the legal authority and responsibility
to service the any specially serviced loan pursuant to the Trust and Servicing Agreement. The Operating Advisor has no responsibility
or authority to alter the standards set forth therein or the actions of the Special Servicer.



 






    Exhibit T-2 


     


    

 


		4.	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 Trust
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.



 


		5.	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.



 


Terms used but not defined herein have the meaning
set forth in the Trust and Servicing Agreement.


 



    Exhibit T-3 


     


    




 


EXHIBIT U


 


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 Account Management
– Worldwide Plaza Trust 2017-WWP




 


Wells Fargo Bank, National Association

as Certificate Administrator 


9062 Old Annapolis Road 


Columbia, Maryland 21045 


Attention: Worldwide Plaza Trust 2017-WWP


 


Cohen Financial, a Division of SunTrust Bank

Loan Administration Service Center

4601 College Blvd., Suite 300

Leawood, KS 66211

Attention: Head of Investor Services

Facsimile: (312) 346-6669


 


		Re:	Worldwide Plaza Trust 2017-WWP, Commercial
                                         Mortgage Pass-Through Certificates, Series 2017-WWP, Recommendation of Replacement of
                                         Special Servicer 



 


Ladies and Gentlemen:


 


This letter is delivered pursuant
to Section 6.4(b) of the Trust and Servicing Agreement, dated as of November 10, 2017 (the “Trust and Servicing
Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Custodian, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor, on behalf of the holders of the Worldwide Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates, Series
2017-WWP (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 Trust and Servicing Agreement.


 


Based upon our review of the
Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.27 of the Trust and Servicing
Agreement, it is our assessment that Cohen Financial, a Division of SunTrust Bank, in its current capacity as Special Servicer,
is not [performing its duties under the Trust and Servicing Agreement][acting in


 






    Exhibit U-1 


     


    

 


accordance
with the Servicing Standard]. The following factors support our assessment: [________].


 


Based upon such assessment, we
further hereby recommend that Cohen Financial, a Division of SunTrust Bank be removed as Special Servicer and that [________] be
appointed its successor in such capacity.


 





	 	Very truly yours,
	 	 	 
	 	   PARK BRIDGE LENDER SERVICES LLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Dated:


 






    Exhibit U-2 


     


    

 


EXHIBIT V


 


FORM OF CERTIFICATE ADMINISTRATOR RECEIPT OF THE
CLASS HRR CERTIFICATES


 


November [_], 2017


 


	GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention:  Leah Nivison	Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention:  Leah Nivison
	Square Mile Capital Management LLC 

350 Park Avenue

New York, New York 10022	 


		Re:	Worldwide
                                         Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through 

                                         Certificates, Series 2017-WWP 



 


In accordance with Section 5.1(d)
of the Trust and Servicing Agreement, dated as of November 10, 2017 (the “Agreement”), the Certificate
Administrator hereby acknowledges receipt of $[41,215,000] of the Class HRR Certificates in the form of a 144A Global Certificate
(CUSIP No. [_____]),which constitutes all of the Class HRR Certificates, as defined in the Agreement, for the benefit of Core Credit
Partners A LLP, a Delaware limited liability company, the initial Third Party Purchaser. A copy of such Class HRR Certificate is
attached as Exhibit A-1.


 


Capitalized terms used but not
defined herein shall the respective meanings set forth in the Agreement.


 


	 	Wells Fargo Bank, National Association,
	 	 	   not in its individual capacity
	 	 	   but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	Name:
	 	 	Title:






 






    Exhibit V-1 


     


    

  


EXHIBIT
W 


 


FORM OF CUSTODIAL CERTIFICATION / EXCEPTION REPORT


 


[DATE]


 


[All Parties to Trust and Servicing Agreement]

[Applicable Sponsor]

[Each Initial Purchaser]


 


		Re:	Trust and Servicing Agreement (“Trust and Servicing
                                         Agreement”) relating to Worldwide Plaza Trust 2017-WWP, Commercial Mortgage
                                         Pass-Through Certificates, Series 2017-WWP 



 


Ladies and Gentlemen:


 


In accordance with the provisions
of Section 2.2(b) of the Trust and Servicing Agreement, dated as of November 10, 2017 (the “Trust and Servicing
Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Custodian, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor, the undersigned hereby certifies that, with respect to the Trust Loan, and subject to the exceptions noted in the schedule
of exceptions attached hereto, (i) all documents referred to in Section 2.1(b) of the Trust and Servicing Agreement are
in its possession; (ii) the recordation/filing contemplated by Section 2.1(b) of the Trust and Servicing Agreement has been
completed (based solely on receipt by the undersigned of the particular recorded/filed documents); and (iii) all documents received
by the undersigned or the Custodian with respect to the Trust Loan have been reviewed by the undersigned or the Custodian on behalf
of the undersigned and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities
if initialed by the Mortgage Loan Borrowers), (B) appear to have been executed (where appropriate), (C) purport to relate to the
Mortgage Loan and (D) purport to be recorded or filed (as applicable) and have not been torn, mutilated or otherwise defaced, and
appear on their faces to relate to the Trust Loan.


 


The undersigned makes no representations
as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any such documents contained in the Mortgage File,
or (ii) the collectability, insurability, effectiveness or suitability of the Trust Loan.


 


The Custodian’s review of the
Mortgage File and its certification with respect thereto shall not be deemed to constitute “due diligence services” or
a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively, promulgated by
the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.


 






    Exhibit W-1 


     


    

 


Capitalized words and phrases
used herein and not otherwise defined herein shall have the respective meanings assigned to them in the Trust and Servicing Agreement.
This Certificate is subject in all respects to the terms of the Trust and Servicing Agreement.


 





	 	Wells Fargo Bank, National Association, as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title



   






    Exhibit W-2 


     


    

  


EXHIBIT
X-1


 


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFER OF THE
EXCESS SERVICING FEE RIGHTS


 


[Date]


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282-2198

Attention: Leah Nivison


 


		Attention:	Worldwide
                                         Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates, Series 2017-WWP



 


Ladies and Gentlemen:


 


This letter is delivered to
you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Trust and Servicing Agreement, dated as of November 10, 2017
(the “Trust and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells
Fargo Bank, National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator and as Custodian, Wilmington Trust, National Association, as Trustee, and Park
Bridge Lender Services LLC, as Operating Advisor. All capitalized terms used but not otherwise defined herein shall have the respective
meanings set forth in the Trust and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as Depositor,
that:


 


1.       The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees with respect to the Whole Loan for which _________________
is the Servicer (the “Excess Servicing Fee Right”), with the full right to transfer the Excess Servicing Fee
Right free from any and all claims and encumbrances whatsoever.


 


2.       Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any
other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution
of the Excess



 






    Exhibit X-1-1 


     


    

 


Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the
disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or
would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities
laws.


 





	 	 	Very truly yours,
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 



 






    Exhibit X-1-2 


     


    




 


EXHIBIT X-2


 


FORM OF TRANSFEREE CERTIFICATE FOR TRANSFER OF THE
EXCESS SERVICING FEE RIGHTS


 


[Date]


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282-2198

Attention: Leah Nivison


 


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: Corporate Trust Services Worldwide Plaza Trust 2017-WWP

email: commercial.servicing@wellsfargo.com


 


		Attention:	Worldwide
                                         Plaza Trust 2017-WWP, Commercial Mortgage Pass-Through Certificates, Series 2017-WWP



 


Ladies and Gentlemen:


 


This letter is delivered to
you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Trust and Servicing Agreement, dated as of November 10, 2017
(the “Trust and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells
Fargo Bank, National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator and as Custodian, Wilmington Trust, National Association, as Trustee, and Park
Bridge Lender Services LLC, as Operating Advisor. All capitalized terms used but not otherwise defined herein shall have the respective
meanings set forth in the Trust and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the
Depositor and the Servicer, that:


 


1.       The
Transferee is acquiring the right to receive Excess Servicing Fees with respect to the Whole Loan as to which __________________
is the applicable Servicer (the “Excess Servicing Fee Right”) for its own account for investment and not with
a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate
the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws.


 


2.       The
Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act
or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, the Certificate
Administrator or the


 






    Exhibit X-2-1 


     


    

 


Certificate
Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may
not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to
any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification
and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit
X-1 to the Trust and Servicing Agreement, and (B) each of the Servicer and the Depositor have received a certificate from
the prospective transferee substantially in the form attached as Exhibit X-2 to the Trust and Servicing Agreement.


 


3.       The
Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except
in compliance with the provisions of Section 3.17 of the Trust and Servicing Agreement, which provisions it has carefully reviewed.


 


4.       Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any
other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of
the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation
of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing
Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any manner
set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right
or any other similar security.


 


5.       The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments
thereon, (c) the Trust and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing
of the Whole Loan, and (e) all related matters that it has requested.


 


6.       The
Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b)
an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities
Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing
Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment
decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment.


 






    Exhibit X-2-2 


     


    

 


7.       The
Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Trust and Servicing
Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result
in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate
pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees,
agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person
other than such holder’s auditors, legal counsel and regulators, except to the extent such disclosure is required by law,
court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such
holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however,
that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the
Excess Servicing Fee Right if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in
writing to keep such information confidential, not to use or disclose such information in any manner which could result in a violation
of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates pursuant
to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents or
representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than
such Persons’ auditors, legal counsel and regulators.


 


8.       The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Trust and Servicing
Agreement except as set forth in Section 3.17 of the Trust and Servicing Agreement, and that the Excess Servicing Fee Rate may
be reduced to the extent provided in the Trust and Servicing Agreement.


 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit X-2-3 


     


    

 


EXHIBIT
Y-1


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


Solely
in the event that a Companion Loan is included in an Other Securitization which is subject to the Exchange Act reporting requirements
of Regulation AB, the parties identified in the “Party Responsible” column are obligated pursuant to Section 11.4
of the Trust and Servicing Agreement to disclose to each Other Depositor and Other Exchange Act Reporting Party to which such
information is relevant for Exchange Act reporting purposes any information described in the corresponding Form 10-D Item described
in the “Item on Form 10-D” column to the extent such party has actual knowledge (and in the case of net operating
income 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 Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the
Offering Circular and prospectus related to an Other Securitization Trust (other than information with respect to itself that
is set forth in or omitted from the Offering Circular or such prospectus), in the absence of specific written notice to the contrary
from the Depositor or the Loan Seller. Each of the Certificate Administrator, the Trustee, the Servicer and the Special Servicer
(in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than
a party or property identified as such in the prospectus related to an Other Securitization Trust and to assume that no other
party or property will constitute a “significant obligor” after the Cut-off Date. In no event shall the 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 Servicer or the Special Servicer is not the Servicer or the Special Servicer, as the case may be. For this Series 2017-WWP
Trust and Servicing Agreement, and any Other Securitization Trust, each of the Certificate Administrator, the Trustee, the 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
                                         1: Distribution and Pool Performance Information

                                                                                                                                                        

                                                                                                                                                       Any
                                         information required by Item 1121 of Regulation AB which is NOT included on the Distribution
                                         Date Statement

         
	Certificate
                                         Administrator 

        Depositor 

        Servicer

        (only with respect to Item 1121(a)(12)

        as to non-Specially Serviced Loans) 

        Special
        Servicer

        (only with respect to Item 1121(a)(12)

        as to Specially Serviced Loans)

	Item
                                         2: Legal Proceedings

                                                                                                                                                        

        per
        Item 1117 of Regulation AB
	(i)
    All parties to the Trust and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii)
    the Trustee, the Servicer and the Special Servicer as to the Trust (in the case of the Servicer and the Special Servicer,
    to be reported by the



 






    Exhibit Y-1-1 


     


    

 


	 	party
    controlling such litigation), (iv) each Sponsor as to itself and as to each 1110(b) originator and 1100(d)(1) party relating
    to a Mortgage Loan sold by such Sponsor to the Depositor, (v) the Depositor (as to any party under Item 1100(d)(1) of Regulation
    AB)
	Item
    3: Sale of Securities and Use of Proceeds	Depositor
	Item
    4: Defaults Upon Senior Securities	Certificate
    Administrator
	Item
    5: Submission of Matters to a Vote of Security Holders	Certificate
    Administrator
	Item
    6: Significant Obligors of Pool Assets	Servicer
                                         (excluding information for which the Special Servicer is the “Party Responsible”)

        Special
        Servicer (as to REO Properties)

	Item
    8: Significant Enhancement Provider Information	Depositor
	Item
    9: Other Information	Any
    party responsible for disclosure items on Form 8-K to the extent of such items
	Item
    10: Exhibits	Certificate
                                         Administrator (as to the Distribution Date Statement)

        Depositor



  




    Exhibit Y-1-2 


     


    

 


EXHIBIT
Y-2


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


Solely
in the event that a Companion Loan is included in an Other Securitization which is subject to the Exchange Act reporting requirements
of Regulation AB, the parties identified in the “Party Responsible” column are obligated pursuant to Section 11.5
of the Trust and Servicing Agreement to disclose to each Other Depositor and Other Exchange Act Reporting Party to which such
information is relevant for Exchange Act reporting purposes any information described in the corresponding Form 10-K Item described
in the “Item on Form 10-K” column to the extent such party has actual knowledge (and in the case of net operating
income 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 Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the
Offering Circular and prospectus related to an Other Securitization Trust (other than information with respect to itself that
is set forth in or omitted from the Offering Circular or such prospectus), in the absence of specific written notice to the contrary
from the Depositor or the Loan Seller. Each of the Certificate Administrator, the Trustee, the Servicer and the Special Servicer
(in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than
a party or property identified as such in the prospectus related to an Other Securitization Trust and to assume that no other
party or property will constitute a “significant obligor” after the Cut-off Date. In no event shall the 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 Servicer or the Special Servicer is not the applicable Servicer or Special Servicer, as the case may be. For this Series
2017-WWP Trust and Servicing Agreement, and any Other Securitization Trust, each of the Certificate Administrator, the Trustee,
the 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	Any
    party responsible for disclosure items on Form 8-K to the extent of such items
	Item
    15: Exhibits, Financial Statement Schedules	Certificate
                                         Administrator

        Depositor

	Additional
                                         Item:

                                                                                                                                                        

                                                                                                                                                       Disclosure
                                         per Item 1117 of Regulation AB
	(i)
    All parties to the Trust and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii)
    the Trustee, the Certificate Administrator, the Servicer, the Depositor and the Special Servicer
    as to the Trust (in the case of the Servicer, the Depositor and the Special 



 






    Exhibit Y-2-1 


     


    

 


	 	Servicer, to be reported by the party controlling
    such litigation), (iv) each Sponsor as to itself and as to each 1110(b) originator and 1100(d)(1) party relating to a Mortgage
    Loan sold by such Sponsor to the Depositor, (v) the Depositor (as to any party under Item 1100(d)(1) of Regulation AB)
	Additional
                                         Item: 

        Disclosure
        per Item 1119 of Regulation AB
	(i)
    All parties to the Trust and Servicing Agreement as to themselves (in the case of the Servicer, only as to 1119(a) affiliations
    with Significant Obligors identified in the Trust and Servicing Agreement, the Trustee, the Certificate Administrator, the
    Special Servicer or a sub-servicer described in 1108(a)(3) and, in the case of the Special Servicer, only as to 1119(a) affiliations
    with Significant Obligors identified in the Trust and Servicing Agreement, the Trustee, the Certificate Administrator, the
    Servicer or a sub-servicer described in 1108(a)(3)), (ii) the Depositor (as to the Trust), (iii) each Sponsor as to itself
    and as to each 1110(b) originator and 1100(d)(1) party relating to a Mortgage Loan sold by such Sponsor to the Depositor,
    (iv) the Depositor as to the enhancement or support provider, (v) the Depositor (as to any party under Item 1100(d)(1) of
    Regulation AB)
	Additional
                                         Item: 

        Disclosure
        per Item 1112(b) of Regulation AB
	Servicer
                                         (excluding information for which the Special Servicer is the “Party Responsible”)

        Special
        Servicer (as to REO Properties)

	Additional
                                         Item: 

        Disclosure
        per Items 1114(b)(2) and 1115(b) of Regulation AB
	Depositor


  




    Exhibit Y-2-2 


     


    

 


EXHIBIT
Y-3


 


FORM
8-K DISCLOSURE INFORMATION


 


Solely
in the event that a Companion Loan is included in an Other Securitization which is subject to the Exchange Act reporting requirements
of Regulation AB, the parties identified in the “Party Responsible” column are obligated pursuant to Section 11.6
of the Trust and Servicing Agreement to report to each Other Depositor and Other Exchange Act Reporting Party to which such information
is relevant for Exchange Act reporting purposes the occurrence of any event described in the corresponding Form 8-K Item described
in the “Item on Form 8-K” column to the extent such party has actual knowledge of such information (other than information
as to itself). Each of the Certificate Administrator, the Trustee, the Servicer and the Special Servicer (in its capacity as such)
shall be entitled to rely on the accuracy of the Offering Circular and prospectus related to an Other Securitization Trust (other
than information with respect to itself that is set forth in or omitted from the Offering Circular or such prospectus), in the
absence of specific written notice to the contrary from the Depositor or the Loan Seller. Each of the Certificate Administrator,
the Trustee, the Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there
is no “significant obligor” other than a party or property identified as such in the prospectus related to an Other
Securitization Trust and to assume that no other party or property will constitute a “significant obligor” after the
Cut-off Date. In no event shall the 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 Servicer or the Special Servicer is not the applicable Servicer or Special
Servicer, as the case may be. For this Series 2017-WWP Trust and Servicing Agreement, and any Other Securitization Trust, each
of the Certificate Administrator, the Trustee, the 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	Servicer,
                                         Special Servicer and the Trustee (in the case of the Servicer, Special Servicer and the
                                         Trustee, only as to agreements it is a party to or entered into on behalf of the Trust)

                                         Certificate Administrator (other than as to agreements
                                         to which the Depositor (and no other party to the Trust and Servicing Agreement) is a
                                         party) 

        Depositor

	Item
    1.02- Termination of a Material Definitive Agreement	Servicer,
                                         Special Servicer and the Trustee (in the case of the Servicer, Special Servicer and the
                                         Trustee, only as to agreements it is a party to or entered into on behalf of the Trust)

        Certificate
        Administrator (other than as to agreements to which the Depositor (and no other party to the Trust and Servicing




 






    Exhibit Y-3-1 


     


    

 


	 	Agreement)
    is a party)

    Depositor
	Item
    1.03- Bankruptcy or Receivership	Depositor

    Each Sponsor as to itself
	Item
    2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
    Arrangement	Depositor

    Certificate Administrator
	Item
    3.03- Material Modification to Rights of Security Holders	Certificate
    Administrator
	Item
    5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	Depositor
	Item
    6.01- ABS Informational and Computational Material	Depositor
	Item
    6.02- Change of Servicer, Special Servicer or Trustee	Servicer
                                         (as to itself or a servicer retained by it) 

        Special
        Servicer (as to itself or a servicer retained by it) 

        Trustee

        Certificate Administrator

        Depositor

	Item
    6.03- Change in Credit Enhancement or External Support	Depositor

    Certificate Administrator
	Item
    6.04- Failure to Make a Required Distribution	Certificate
    Administrator
	Item
    6.05- Securities Act Updating Disclosure	Depositor
	Item
    7.01- Regulation FD Disclosure	Depositor
	Item
    8.01	Depositor
	Item
    9.01	Depositor



 


    Exhibit Y-3-2 


     


    
 


EXHIBIT
Y-4


 


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 21045

Attention: Corporate Trust Services Worldwide Plaza Trust 2017-WWP 


 


RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 


In
accordance with Section [11.4] [11.5] [11.6] of the Trust and Servicing Agreement, dated as of November 10, 2017 (the “Trust
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator and as Custodian, Wilmington Trust, National Association, as Trustee,
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 Y-4-1 


     


    

 


EXHIBIT
Z


 


FORM
OF BACKUP CERTIFICATION


 


Worldwide
Plaza Trust 2017-WWP (the “Trust”)


 


I,
[identify the certifying individual], a [identify position] of [identify party],
as [identify role] under that certain Trust and Servicing Agreement dated as of November 10, 2017 (the “Trust and Servicing
Agreement”), entered into between GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Servicer, Cohen Financial, a Division of SunTrust Bank, as Special Servicer, Wilmington Trust, National Association, as Trustee,
and Wells Fargo Bank, National Association, as Certificate Administrator, paying agent and custodian, Park Bridge Lender Services
LLC, as operating advisor, on behalf of the [identify role], certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification],
the Depositor, and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all servicing information and all required reports required to be
                                         submitted by the [identify role] to the applicable Other Exchange Act Reporting Party
                                         pursuant to the Trust and Servicing Agreement for inclusion in the annual report on Form
                                         10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the
                                         “Reports”) have been submitted by the [identify role] to the Servicer,
                                         the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion
                                         in these reports;



 


		2.	Based
                                         on my knowledge, the [identify role] information contained in the Reports, taken as a
                                         whole, does not contain any untrue statement of a material fact or omit to state a material
                                         fact necessary to make the statements made therein, in light of the circumstances under
                                         which such statements were made, not misleading with respect to the period covered by
                                         these reports;



 


		3.	I
                                         am, or an officer under my supervision is, responsible for reviewing the activities performed
                                         by the [identify role] under the Trust and Servicing Agreement and based upon my knowledge
                                         and the annual compliance reviews conducted in preparing the servicer compliance statements
                                         required in this report under Item 1123 of Regulation AB with respect to the [identify
                                         role], and except as disclosed in the compliance certificate delivered by the [identify
                                         role] under Section 11.7 of the Trust and Servicing Agreement, the [identify role] has
                                         fulfilled its obligations under the Trust and Servicing Agreement in all material respects
                                         in the year to which such report applies;



 


		4.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the [identify role] with respect to
                                         the Trust’s fiscal year _____ have been provided all information relating to the
                                         [identify role] 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



 






    Exhibit Z-1 


     


    

 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the [identify
                                         role] for asset-backed securities with respect to the [identify role] or any Servicing
                                         Function Participant retained by the [identify role] and related attestation report on
                                         assessment of compliance with servicing criteria applicable to it required to be included
                                         in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
                                         and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any
                                         material instances of noncompliance described in such reports have been provided to the
                                         Certificate Administrator and the Depositor for disclosure in such annual report on Form
                                         10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Trust and Servicing Agreement.


 


Date:
________________________





	 	 	 
	 	[IDENTIFY
    PARTY]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 






    Exhibit Z-2