Exhibit 4.4


 


 


 





GS MORTGAGE SECURITIES CORPORATION II,

Depositor,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Master Servicer,


 


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

Special Servicer,


 


PENTALPHA SURVEILLANCE LLC,

Operating Advisor


 


U.S. BANK NATIONAL ASSOCIATION,

Certificate Administrator


 


and


 


U.S. BANK NATIONAL ASSOCIATION,

Trustee


 

 



 


POOLING AND SERVICING AGREEMENT

Dated as of October 1, 2015

 

 



 


Commercial Mortgage Pass-Through Certificates

Series 2015-GC34


 






    	 



    	 



    

 


TABLE OF CONTENTS


 





	 	 	 	Page
	 	 	 	 
	ARTICLE I
	 	 	 	 
	DEFINITIONS
	 
	Section 1.01	Defined Terms	 	6
	Section 1.02	Certain Calculations	 	109
	Section 1.03	Certain Constructions	 	113
	 	 	 	 
	 	ARTICLE II	 	 
	 	 	 	 
	CONVEYANCE OF MORTGAGE LOANS; 

ORIGINAL ISSUANCE OF CERTIFICATES
	 	 	 	 
	Section 2.01	Conveyance of Mortgage Loans	 	114
	Section 2.02	Acceptance by the Trustee, the Custodian and the Certificate Administrator	 	118
	Section 2.03	Mortgage Loan Sellers’ Repurchase, Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and Breaches of Representations and Warranties	 	120
	Section 2.04	Representations and Warranties of the Depositor	 	124
	Section 2.05	Representations, Warranties and Covenants of the Master Servicer	 	126
	Section 2.06	Representations, Warranties and Covenants of the Special Servicer	 	128
	Section 2.07	Representations and Warranties of the Trustee	 	130
	Section 2.08	Representations and Warranties of the Certificate Administrator	 	131
	Section 2.09	Representations, Warranties and Covenants of the Operating Advisor	 	133
	Section 2.10	Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests	 	134
	Section 2.11	Miscellaneous REMIC and Grantor Trust Provisions	 	135
	 	 	 	 
	ARTICLE III
	 	 	 	 
	ADMINISTRATION AND SERVICING
	OF THE MORTGAGE LOANS
	 
	Section 3.01	Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans; Sub-Servicing Agreements	 	136
	Section 3.02	Liability of the Master Servicer	 	145
	Section 3.03	Collection of Certain Mortgage Loan Payments	 	146
	Section 3.04	Collection of Taxes, Assessments and Similar Items; Escrow Accounts	 	147
	Section 3.05	Collection Account; Distribution Accounts and Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution Account	 	150
	Section 3.05 A	Serviced Whole Loan Custodial Account	 	153
	Section 3.06	Permitted Withdrawals from the Collection Account	 	155


 






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	Section 3.06 A	Permitted Withdrawals from the Serviced Whole Loan Custodial Account	 	161
	Section 3.07	Investment of Funds in the Collection Account, the Excess Interest Distribution Account, the REO Account, the Interest
    Reserve Account, the Mortgagor Accounts, the Excess Liquidation Proceeds Reserve Account and Other Accounts	 	165
	Section 3.08	Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage	 	167
	Section 3.09	Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions	 	172
	Section 3.10	Appraisal Reductions; Realization Upon Defaulted Mortgage Loans	 	177
	Section 3.11	Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	 	183
	Section 3.12	Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation	 	184
	Section 3.13	Compensating Interest Payments	 	191
	Section 3.14	Application of Penalty Charges and Modification Fees	 	192
	Section 3.15	Access to Certain Documentation	 	193
	Section 3.16	Title and Management of REO Properties	 	195
	Section 3.17	Sale of Defaulted Mortgage Loans and REO Properties; Sale of Non- Serviced Mortgage Loans	 	199
	Section 3.18	Additional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain
    Reports to the Companion Loan Holder	 	206
	Section 3.19	Lock-Box Accounts, Escrow Accounts	 	207
	Section 3.20	Property Advances	 	207
	Section 3.21	Appointment of Special Servicer; Asset Status Reports	 	210
	Section 3.22	Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping	 	215
	Section 3.23	Interest Reserve Account	 	216
	Section 3.24	Modifications, Waivers and Amendments	 	217
	Section 3.25	Additional Obligations with Respect to Certain Mortgage Loans	 	221
	Section 3.26	Certain Matters Relating to the Non-Serviced Mortgage Loans	 	221
	Section 3.27	Additional Matters Regarding Advance Reimbursement	 	222
	Section 3.28	Companion Loan Co-Lender Matters	 	223
	Section 3.29	Appointment and Duties of the Operating Advisor	 	227
	Section 3.30	Rating Agency Confirmation	 	233
	Section 3.31	General Acknowledgement Regarding Companion Loan Holders	 	236
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 
	Section 4.01	Distributions	 	236
	Section 4.02	Statements to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer	 	249
	Section 4.03	Compliance with Withholding Requirements	 	263


 






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	Section 4.04	REMIC Compliance	 	263
	Section 4.05	Imposition of Tax on the Trust REMICs	 	265
	Section 4.06	Remittances; P&I Advances	 	267
	Section 4.07	Grantor Trust Reporting	 	270
	 	 	 	 
	ARTICLE V
	 	 	 	 
	THE CERTIFICATES
	Section 5.01	The Certificates	 	272
	Section 5.02	Form and Registration	 	273
	Section 5.03	Registration of Transfer and Exchange of Certificates	 	275
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	 	282
	Section 5.05	Persons Deemed Owners	 	283
	Section 5.06	Appointment of Paying Agent	 	283
	Section 5.07	Access to Certificateholders’ Names and Addresses; Special Notices	 	283
	Section 5.08	Actions of Certificateholders	 	284
	Section 5.09	Authenticating Agent	 	285
	Section 5.10	Appointment of Custodian	 	285
	Section 5.11	Maintenance of Office or Agency	 	286
	Section 5.12	Exchanges of Exchangeable Certificates	 	286
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
	OPERATING ADVISOR AND THE CONTROLLING CLASS REPRESENTATIVE
	 
	Section 6.01	Liability of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor	 	288
	Section 6.02	Merger or Consolidation of the Master Servicer, the Special Servicer and the Operating Advisor	 	289
	Section 6.03	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and Others	 	290
	Section 6.04	Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor	 	291
	Section 6.05	Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer	 	293
	Section 6.06	Master Servicer, Special Servicer as Owner of a Certificate	 	293
	Section 6.07	Rating Agency Fees	 	294
	Section 6.08	Termination of the Special Servicer Without Cause	 	294
	Section 6.09	The Controlling Class Representative	 	300
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	DEFAULT
	 
	Section 7.01	Servicer Termination Events	 	306


 






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	Section 7.02	Trustee to Act; Appointment of Successor	 	312
	Section 7.03	Notification to Certificateholders	 	314
	Section 7.04	Other Remedies of Trustee	 	314
	Section 7.05	Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination	 	315
	Section 7.06	Termination of the Operating Advisor	 	316
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	 	319
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	 	322
	Section 8.03	Neither the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans	 	325
	Section 8.04	Trustee and Certificate Administrator May Own Certificates	 	327
	Section 8.05	Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification	 	327
	Section 8.06	Eligibility Requirements for the Trustee and the Certificate Administrator	 	329
	Section 8.07	Resignation and Removal of the Trustee or the Certificate Administrator	 	330
	Section 8.08	Successor Trustee or Successor Certificate Administrator	 	332
	Section 8.09	Merger or Consolidation of the Trustee or the Certificate Administrator	 	333
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	 	333
	Section 8.11	Access to Certain Information	 	334
	Section 8.12	Compliance with the Patriot Act	 	336
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE
	 
	Section 9.01	Termination; Optional Mortgage Loan Purchase	 	336
	 	 	 	 
	ARTICLE X
	 	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 
	Section 10.01	Intent of the Parties; Reasonableness	 	341
	Section 10.02	Filing Obligations	 	343
	Section 10.03	Form 10-D Filings	 	344
	Section 10.04	Form 10-K Filings	 	346
	Section 10.05	Sarbanes-Oxley Certification	 	349
	Section 10.06	Form 8-K Filings	 	350
	Section 10.07	Annual Compliance Statements	 	351


 






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	Section 10.08	Annual Reports on Assessment of Compliance with Servicing Criteria	 	353
	Section 10.09	Annual Independent Public Accountants’ Servicing Report	 	355
	Section 10.10	Significant Obligors	 	356
	Section 10.11	Indemnification	 	359
	Section 10.12	Amendments	 	361
	Section 10.13	Regulation AB Notices	 	361
	Section 10.14	Termination of the Certificate Administrator	 	361
	Section 10.15	Termination of the Master Servicer or the Special Servicer	 	362
	Section 10.16	Termination of Sub-Servicing Agreements	 	362
	Section 10.17	Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan	 	362
	Section 10.18	Termination of Exchange Act Filings with Respect to the Trust	 	365
	 	 	 	 
	ARTICLE XI
	 	 	 	 
	MISCELLANEOUS PROVISIONS
	 
	Section 11.01	Counterparts	 	365
	Section 11.02	Limitation on Rights of Certificateholders	 	365
	Section 11.03	Governing Law	 	366
	Section 11.04	Notices	 	366
	Section 11.05	Severability of Provisions	 	369
	Section 11.06	Notice to the Depositor and Each Rating Agency	 	369
	Section 11.07	Amendment	 	371
	Section 11.08	Confirmation of Intent	 	374
	Section 11.09	Third-Party Beneficiaries	 	374
	Section 11.10	Request by Certificateholders or a Companion Loan Holder	 	375
	Section 11.11	Waiver of Jury Trial	 	375
	Section 11.12	Submission to Jurisdiction	 	375
	Section 11.13	Exchange Act Rule 17g-5 Procedures	 	376
	Section 11.14	[Reserved]	 	378
	Section 11.15	Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements	 	378
	Section 11.16	PNC Bank, National Association	 	378
	 	 	 	 
	TABLE OF EXHIBITS
	 	 	 	 
	Exhibit A-1	Form of Class A-1 Certificate	 	 
	Exhibit A-2	Form of Class A-2 Certificate	 	 
	Exhibit A-3	Form of Class A-3 Certificate	 	 
	Exhibit A-4	Form of Class A-4 Certificate	 	 
	Exhibit A-5	Form of Class A-AB Certificate	 	 
	Exhibit A-6	Form of Class X-A Certificate	 	 
	Exhibit A-7	Form of Class X-B Certificate	 	 
	Exhibit A-8	Form of Class X-D Certificate	 	 
	Exhibit A-9	Form of Class A-S Certificate	 	 
	Exhibit A-10	Form of Class B Certificate	 	 


 






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	Exhibit A-11	Form of Class PEZ Certificate
	Exhibit A-12	Form of Class C Certificate
	Exhibit A-13	Form of Class D Certificate
	Exhibit A-14	Form of Class E Certificate
	Exhibit A-15	Form of Class F Certificate
	Exhibit A-16	Form of Class G Certificate
	Exhibit A-17	Form of Class R Certificate
	Exhibit A-18	Form of Class S Certificate
	Exhibit B	Mortgage Loan Schedule
	Exhibit C	Form of Request for Release
	Exhibit D	Form of Distribution Date Statement
	Exhibit E	Form of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate
	Exhibit F	Form of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate
	Exhibit G	Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during
    Restricted Period
	Exhibit H	Form of Certification to be given by Beneficial Owner of Temporary Regulation S Global Certificate
	Exhibit I	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Global Certificate
	Exhibit J 	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Global Certificate
	Exhibit K	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Global Certificate
	Exhibit L-1	Form of Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Internal Revenue Code of 1986, as Amended
	Exhibit L-2	Form of Transferor Letter
	Exhibit L-3	Form of Transferee Letter
	Exhibit L-4	Form of Investment Representation Letter
	Exhibit M-1A	Form of Investor Certification for Obtaining Information and Notices (for persons other than the Controlling Class
    Representative and/or a Controlling Class Certificateholder)
	Exhibit M-1B	Form of Investor Certification for Non-Borrower Party (for the Controlling Class Representative and/or a Controlling
    Class Certificateholder)
	Exhibit M-1C	Form of Investor Certification for Borrower Party (for the Controlling Class Representative and/or a Controlling Class
    Certificateholder)
	Exhibit M-1D	Form of Notice of Excluded Controlling Class Holder
	Exhibit M-1E	Form of Certification of the Controlling Class Representative
	Exhibit M-2A	Form of Investor Certification for Exercising Voting Rights for Non-Borrower Party
	Exhibit M-2B	Form of Investor Certification for Exercising Voting Rights for Borrower Party
	Exhibit M-3	Form of Online Vendor Certification
	Exhibit M-4	Form of Confidentiality Agreement
	Exhibit N	Custodian Certification


 






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	Exhibit O	Servicing Criteria to be Addressed in Assessment of Compliance
	Exhibit P	Supplemental Servicer Schedule
	Exhibit Q	List of Authorized Representatives of the Depositor
	Exhibit R	Form of Operating Advisor Annual Report
	Exhibit S	Sub-Servicing Agreements
	Exhibit T	Form of Recommendation of Special Servicer Termination
	Exhibit U	Additional Form 10-D Disclosure
	Exhibit V	Additional Form 10-K Disclosure
	Exhibit W	Form of Additional Disclosure Notification
	Exhibit X	Form Certification to be Provided with Form 10-K
	Exhibit Y-1	Form of Certification to be Provided to Depositor by the Certificate Administrator
	Exhibit Y-2	Form of Certification to be Provided to Depositor by the Master Servicer
	Exhibit Y-3	Form of Certification to be Provided to Depositor by the Special Servicer
	Exhibit Y-4	Form of Certification to be Provided to Depositor by the Operating Advisor
	Exhibit Z	Form 8-K Disclosure Information
	Exhibit AA-1	Form of Power of Attorney for Master Servicer
	Exhibit AA-2	Form of Power of Attorney for Special Servicer
	Exhibit BB	Class A-AB Scheduled Principal Balance
	Exhibit CC-1	Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit CC-2	Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit DD	Form of Notice and Certification Regarding Defeasance of Mortgage Loan
	Exhibit EE	Form of Notice of Exchange of Exchangeable Certificates
	Exhibit FF	Form of Notice Regarding Non-Serviced Mortgage Loans
	Exhibit GG	Form of Notice Regarding Mezzanine Loan Default


  



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Pooling and Servicing
Agreement, dated as of October 1, 2015, among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer,
Pentalpha Surveillance LLC, as Operating Advisor, and U.S. Bank National Association, as Certificate Administrator and as Trustee.


 


PRELIMINARY STATEMENT:



(Terms used but not defined in this Preliminary

Statement shall have the meanings

specified in Article I hereof)


 


The Depositor intends
to sell pass-through certificates to be issued hereunder in multiple classes which in the aggregate will evidence the entire beneficial
ownership interest in the Trust Fund consisting primarily of the Mortgage Loans. As provided herein, the Certificate Administrator
will elect that two segregated portions of the Trust Fund (other than the Excess Interest, the Excess Interest Distribution Account
and the proceeds thereof) be treated for federal income tax purposes as two separate REMICs (each, a “Trust REMIC”
or, in the alternative, the “Upper-Tier REMIC” and the “Lower-Tier REMIC”). The Regular Certificates
and the Class PEZ Regular Interests will represent “regular interests” in the Upper-Tier REMIC, and the Upper-Tier
Residual Interest will represent the sole class of “residual interests” in the Upper-Tier REMIC.


 


There are also (i) 12
classes of uncertificated Lower-Tier Regular Interests issued under this Agreement (the Class LA-1, Class LA-2, Class LA-3,
Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF and
Class LG Interests), each of which will constitute a class of “regular interests” in the Lower-Tier REMIC, and (ii) the
Lower-Tier Residual Interest, which will represent the sole class of “residual interests” in the Lower-Tier REMIC.


 


The Lower-Tier Regular
Interests will be held by the Trustee as assets of the Upper-Tier REMIC. The Class R Certificates will represent the Lower-Tier
Residual Interest and the Upper-Tier Residual Interest.


 






    	 



    	 



    

 


UPPER-TIER REMIC


 


The following table sets
forth the Class designation, the approximate initial pass-through rate (the “Pass-Through Rate”) and the
aggregate initial principal amount (the “Original Certificate Principal Amount”) or, in the case of the
Class X-A, Class X-B and Class X-D Certificates, notional amount (“Original Notional Amount”), as applicable,
for each Class of Certificates (other than the Class S Certificates) and each Class PEZ Regular Interest comprising or
evidencing the interests in the Upper-Tier REMIC created hereunder:


 


 


	Class Designation
	 	Approximate

        Initial

        Pass-Through Rate

        (per annum)
	 	Original

                                         Certificate Principal Amount / Original Notional Amount



	Class A-1	 	1.539%	 	$	30,283,000
	Class A-2	 	2.075%	 	$	28,822,000
	Class A-3	 	3.244%	 	$	185,000,000
	Class A-4	 	3.506%	 	$	284,382,000
	Class A-AB	 	3.278%	 	$	65,382,000
	Class X-A(1)	 	1.537%	 	$	634,167,000
	Class X-B(1)	 	0.344%	 	$	48,782,000
	Class A-S(2)	 	3.911%	 	$	40,298,000
	Class A-S Regular Interest	 	3.911%	 	$	40,298,000
	Class B(3)	 	4.466%	 	$	48,782,000
	Class B Regular Interest	 	4.466%	 	$	48,782,000
	Class PEZ(4)	 	(5)	 	$	0
	Class C(6)	 	4.810%	 	$	42,419,000
	Class C Regular Interest	 	4.810%	 	$	42,419,000
	Class D	 	2.979%	 	$	51,964,000
	Class X-D(1)	 	1.831%	 	$	51,964,000
	Class E	 	4.810%	 	$	23,331,000
	Class F	 	4.810%	 	$	8,483,000
	Class G	 	4.810%	 	$	39,238,739
	Class R(7)	 	N/A	 	 	N/A







 





 






		(1)	The Class
                                         X-A, Class X-B and Class X-D Certificates will not have Certificate Principal Amounts;
                                         rather, each such Class of Certificates will accrue interest as provided herein
                                         on the related Notional Amount.



 


		(2)	The Class A-S
                                         Certificates represent a beneficial ownership interest in the Class A-S Percentage
                                         Interest of the Class A-S Regular Interest. The aggregate Certificate Principal
                                         Amount of the Class A-S Certificates and the Class PEZ Component A-S will at
                                         all times equal the Certificate Principal Amount of the Class A-S Regular Interest.



 


		(3)	The Class B
                                         Certificates represent a beneficial ownership interest in the Class B Percentage
                                         Interest of the Class B Regular Interest. The aggregate Certificate Principal Amount
                                         of the Class B Certificates and the Class PEZ Component B will at all times
                                         equal the Certificate Principal Amount of the Class B Regular Interest.



 


		(4)	The Class PEZ
                                         Certificates represent a beneficial ownership interest in the Class A-S-PEZ Percentage
                                         Interest of the Class A-S Regular Interest, the Class B-PEZ Percentage Interest
                                         of the Class B Regular Interest and the Class C-PEZ Percentage Interest of
                                         the Class C Regular Interest.



 






    	-2-



    	 



    

 


		(5)	The Class PEZ
                                         Certificates will not have a Pass-Through Rate, but will be entitled to receive the sum
                                         of the interest distributable on the Class PEZ Percentage Interest of the Class PEZ
                                         Regular Interests.



 


		(6)	The Class C
                                         Certificates represent a beneficial ownership interest in the Class C Percentage
                                         Interest of the Class C Regular Interest. The aggregate Certificate Principal Amount
                                         of the Class C Certificates and the Class PEZ Component C will at all times
                                         equal the Certificate Principal Amount of the Class C Regular Interest.



 


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



 






    	-3-



    	 



    

 


LOWER-TIER REMIC


 


The following table sets
forth the Class designation, the corresponding Lower-Tier Regular Interest (the “Corresponding Lower-Tier Regular
Interest”) and its original Lower-Tier Principal Balance, the corresponding component of the Class X Certificates
(the “Corresponding Component”) and the Original Certificate Principal Amount for each Class of Regular
Certificates and each Class PEZ Regular Interest. The interest rate of each Lower Tier Regular Interest is the WAC Rate. The
following table also sets forth the Class designation and Original Certificate Principal Amount of the Exchangeable Certificates.
Each Class of Regular Certificates (other than the Class X Certificates) and each Class PEZ Regular Interest constitutes
the “Corresponding Certificates” with respect to that Class’ or Class PEZ Regular Interest’s
Corresponding Lower-Tier Regular Interest and Corresponding Component.


 





	Class Designation	 	Original

    Certificate 

    Principal Amount		Corresponding

    Lower-Tier 

    Regular 

    Interest(1)	 	Original
    Lower-Tier

    Principal Balance	 	Corresponding
    Component(1)
	Class A-1	 	$	30,283,000	 	LA-1	 	$	30,283,000	 	Class A-1
	Class A-2	 	$	28,822,000	 	LA-2	 	$	28,822,000	 	Class A-2
	Class A-3	 	$	185,000,000	 	LA-3	 	$	185,000,000	 	Class A-3
	Class A-4	 	$	284,382,000	 	LA-4	 	$	284,382,000	 	Class A-4
	Class A-AB	 	$	65,382,000	 	LA-AB	 	$	65,382,000	 	Class A-AB
	Class A-S(2)	 	$	40,298,000	 	N/A	 	 	N/A       	 	N/A
	Class A-S Regular Interest	 	$	40,298,000	 	LA-S	 	$	40,298,000	 	Class A-S
	Class B(3)	 	$	48,782,000	 	N/A	 	 	N/A       	 	N/A
	Class B Regular Interest	 	$	48,782,000	 	LB	 	$	48,782,000	 	Class B
	Class PEZ(4)	 	$	0	 	N/A	 	 	N/A       	 	N/A
	Class C(5)	 	$	42,419,000	 	N/A	 	 	N/A       	 	N/A
	Class C Regular Interest	 	$	42,419,000	 	LC	 	$	42,419,000	 	N/A
	Class D	 	$	51,964,000	 	LD	 	$	51,964,000	 	Class D
	Class E	 	$	23,331,000	 	LE	 	$	23,331,000	 	N/A
	Class F	 	$	8,483,000	 	LF	 	$	8,483,000	 	N/A
	Class G	 	$	39,238,739	 	LG	 	$	39,238,739	 	N/A







 





 






		(1)	The Corresponding
                                         Lower-Tier Regular Interest and Corresponding Component with respect to any Class of
                                         Certificates and Class PEZ Regular Interests are also the Corresponding Lower-Tier
                                         Regular Interest and Corresponding Component with respect to each other.



 


		(2)	The Class A-S
                                         Certificates represent a beneficial ownership interest in the Class A-S Percentage
                                         Interest of the Class A-S Regular Interest. The aggregate Certificate Principal
                                         Amount of the Class A-S Certificates and the Class PEZ Component A-S will at
                                         all times equal the Certificate Principal Amount of the Class A-S Regular Interest.



 


		(3)	The Class B
                                         Certificates represent a beneficial ownership interest in the Class B Percentage
                                         Interest of the Class B Regular Interest. The aggregate Certificate Principal Amount
                                         of the Class B Certificates and the Class PEZ Component B will at all
                                         times equal the Certificate Principal Amount of the Class B Regular Interest.



 






    	-4-



    	 



    

 


		(4)	The Class PEZ
                                         Certificates represent a beneficial ownership interest in the Class A-S-PEZ Percentage
                                         Interest of the Class A-S Regular Interest, the Class B-PEZ Percentage Interest
                                         of the Class B Regular Interest and the Class C-PEZ Percentage Interest of
                                         the Class C Regular Interest.



 


		(5)	The Class C
                                         Certificates represent a beneficial ownership interest in the Class C Percentage
                                         Interest of the Class C Regular Interest. The aggregate Certificate Principal Amount
                                         of the Class C Certificates and the Class PEZ Component C will at all
                                         times equal the Certificate Principal Amount of the Class C Regular Interest.



 


The Certificate Principal
Amount of any Class of Sequential Pay Certificates (other than Exchangeable Certificates) or Class PEZ Regular Interest
outstanding at any time represents the maximum amount which holders thereof are entitled to receive as distributions allocable
to principal from the cash flow on the Mortgage Loans and the other assets in the Trust Fund; provided, however,
that in the event that amounts previously allocated as Realized Losses to a Class of Sequential Pay Certificates (exclusive
of the Exchangeable Certificates) or Class PEZ Regular Interest in reduction of the Certificate Principal Amount thereof are
recovered subsequent to the reduction of the Certificate Principal Amount of such Class or Class PEZ Regular Interest
to zero, such Class or Class PEZ Regular Interest may receive distributions in respect of such recoveries in accordance
with the priorities set forth in Section 4.01 of this Agreement. As of the Cut-Off Date, the Mortgage Loans have an
aggregate Stated Principal Balance equal to approximately $848,384,739.


 






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GRANTOR TRUST


 


The portions of the Trust
Fund consisting of (i) the Class S Specific Grantor Trust Assets and (ii) the Class A-S Specific Grantor Trust Assets, the
Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets and the Class PEZ Specific Grantor
Trust Assets shall be treated as a grantor trust under subpart E, part I of subchapter J of the Code (the “Grantor Trust”)
for federal income tax purposes. The Class S Certificates shall represent undivided beneficial interests in the Class S Specific
Grantor Trust Assets. The Class A-S Certificates shall represent undivided beneficial interests in the portion of the Grantor
Trust consisting of the Class A-S Specific Grantor Trust Assets. The Class B Certificates shall represent undivided beneficial
interests in the portion of the Grantor Trust consisting of the Class B Specific Grantor Trust Assets. The Class PEZ
Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Class PEZ
Specific Grantor Trust Assets. The Class C Certificates shall represent undivided beneficial interests in the portion of the
Grantor Trust consisting of the Class C Specific Grantor Trust Assets. As provided herein, the Certificate Administrator shall
not take any actions that would cause the Grantor Trust to either (i) lose its status as a “grantor trust” or (ii)
be treated as part of either Trust REMIC.


 


In consideration of the
mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee agree as follows:


 


Article I



DEFINITIONS


 


Section 1.01     
Defined Terms. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires,
shall have the meanings specified in this Article.


 


“10-K Filing
Deadline”: As defined in Section 10.04 of this Agreement.


 


“15Ga-1 Notice”:
As defined in Section 2.03(a) of this Agreement.


 


“15Ga-1 Notice
Provider”: As defined in Section 2.03(a) of this Agreement.


 


“750 Lexington
Avenue Co-Lender Agreement”: With respect to the 750 Lexington Avenue Whole Loan, the related co-lender agreement, dated
as of October 1, 2015, by and between the holder of the 750 Lexington Avenue Mortgage Loan and the 750 Lexington Avenue Companion
Loan Holder, relating to the relative rights of the holder of the 750 Lexington Avenue Mortgage Loan and the 750 Lexington Avenue
Companion Loan Holder, as the same may be amended from time to time in accordance with the terms thereof.


 


“750 Lexington
Avenue Companion Loan”: With respect to the 750 Lexington Avenue Whole Loan, the related promissory note made by the
related Mortgagor and secured by the 750 Lexington Avenue Mortgage and designated as promissory note A-2, which is not


 






    	-6-



    	 



    

 


included
in the Trust and is pari passu in right of payment with the 750 Lexington Avenue Mortgage Loan to the extent set forth in
the related Loan Documents and as provided in the 750 Lexington Avenue Co-Lender Agreement.


 


“750 Lexington
Avenue Companion Loan Holder”: The holder of the 750 Lexington Avenue Companion Loan.


 


“750 Lexington
Avenue Mortgage”: The Mortgage securing the 750 Lexington Avenue Mortgage Loan and the 750 Lexington Avenue Companion
Loan.


 


“750 Lexington
Avenue Mortgage Loan”: With respect to the 750 Lexington Avenue Whole Loan, the Mortgage Loan included in the Trust and
identified on the Mortgage Loan Schedule as 750 Lexington Avenue, which is designated as promissory note A-1 and is pari passu
in right of payment with the 750 Lexington Avenue Companion Loan to the extent set forth in the related Loan Documents and as provided
in the 750 Lexington Avenue Co-Lender Agreement.


 


“750 Lexington
Avenue Whole Loan”: The 750 Lexington Avenue Mortgage Loan, together with the 750 Lexington Avenue Companion Loan, each
of which is secured by the 750 Lexington Avenue Mortgage. References herein to the 750 Lexington Avenue Whole Loan shall be construed
to refer to the aggregate indebtedness secured under the 750 Lexington Avenue Mortgage.


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan,
any Default arising when the related Loan Documents require that the related Mortgagor must maintain all risk casualty insurance
or other insurance that covers damages or losses arising from acts of terrorism and the Special Servicer has determined, in its
reasonable judgment in accordance with the Servicing Standard (and with the consent of the Controlling Class Representative (unless
a Control Termination Event has occurred and is continuing), or, in the case of the Hyatt Place Texas Portfolio Whole Loan, with
the consent of the Hyatt Place Texas Portfolio Companion Loan Holder (or its representative)) that (i) such insurance is not
available at commercially reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar
real properties located in or near the geographic region in which the Mortgaged Property is located (but only by reference to such
insurance that has been obtained by such owners at current market rates), or (ii) such insurance is not available at any rate;
provided, however, that the Controlling Class Representative or the Hyatt Place Texas Portfolio Companion Loan Holder,
as applicable, shall have no more than 30 days to respond to the Special Servicer’s request for such consent; provided,
further, that upon the Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances
do not allow the Special Servicer to consult with the Controlling Class Representative or the Hyatt Place Texas Portfolio Companion
Loan Holder, as applicable, the Special Servicer shall not be required to do so. In making this determination, the Special Servicer,
to the extent consistent with the Servicing Standard, may rely on the opinion of an insurance consultant.


 


“Accrued Component
Interest”: With respect to each Component for any Distribution Date, one month’s interest at the Class X Strip
Rate applicable to such Component


 






    	-7-



    	 



    

 


for such Distribution Date, accrued on the Component Notional Amount of such Component outstanding
immediately prior to such Distribution Date. Accrued Component Interest shall be calculated on a 30/360 Basis and, with respect
to any Component and any Distribution Date, shall be deemed to accrue during the calendar month preceding the month in which such
Distribution Date occurs.


 


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


 


“Additional
Form 10-D Disclosure”: As defined in Section 10.03 of this Agreement.


 


“Additional
Form 10-K Disclosure”: As defined in Section 10.04 of this Agreement.


 


“Additional
Information”: As defined in Section 4.02(a) of this Agreement.


 


“Additional
Servicer”: Each Affiliate of the Master Servicer that Services any of the Mortgage Loans, an Other Master Servicer, an
Other Special Servicer and each Person who is not an Affiliate of the Master Servicer, other than the Special Servicer or the Certificate
Administrator, who Services 10% or more of the Mortgage Loans by unpaid principal balance calculated in accordance with the provisions
of Regulation AB.


 


“Additional
Trust Fund Expenses”: (i) Special Servicing Fees, Workout Fees and Liquidation Fees, (ii) interest in respect
of unreimbursed Advances, (iii) the cost of various default-related or unanticipated Opinions of Counsel required or permitted
to be obtained in connection with the servicing of the Mortgage Loans and the administration of the Trust Fund, (iv) unanticipated,
non-Mortgage Loan specific expenses of the Trust Fund, including indemnities and expense reimbursements to the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Operating Advisor and the Depositor and federal, state and local
taxes, and tax-related expenses, specifically payable out of the Trust Fund and (v) any other default-related or unanticipated
expense of the Trust Fund that is not covered by a Property Advance and for which there is no corresponding collection from a Mortgagor.


 


“Administrative
Cost Rate”: With respect to any Mortgage Loan, as of any date of determination, a rate equal to the sum of the CREFC®
Intellectual Property Royalty License Fee Rate, the Servicing Fee Rate, the Operating Advisor Fee Rate, and the Trustee/Certificate
Administrator Fee Rate. In addition, the Administrative Cost Rate for a Serviced Companion Loan will be equal to the Servicing
Fee Rate for such Serviced Companion Loan.


 


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


 


“Advance Interest
Amount”: Interest at the Advance Rate on the aggregate amount of P&I Advances and Property Advances for which the
Master Servicer, the Special Servicer or the Trustee, as applicable, have not been reimbursed for the number of days from the date
on which such Advance was made through, but not including, the date of reimbursement of the related Advance, less any amount of
interest previously paid on such Advance; provided, 


 






    	-8-



    	 



    

 


however, that with respect to any P&I Advance made prior
to the expiration of the related grace period (or, if there is no grace period, on or prior to the related Due Date), interest
on such P&I Advance shall accrue only from and after the expiration of such grace period (or, if there is no grace period,
from and after the related Due Date) and only if the subject Mortgage Loan is then still delinquent; and provided, further,
that interest at the Advance Rate shall not accrue on any Advance made to cover a delinquent Applicable Monthly Payment that has
been received after the Determination Date and prior to 2:00 p.m. (Eastern Time) on the related Master Servicer Remittance Date.


 


“Advance Rate”:
A per annum rate equal to the Prime Rate, compounded annually.


 


“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power
to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the
foregoing. The Trustee and/or the Certificate Administrator may obtain and rely on an Officer’s Certificate of the Master
Servicer, the Special Servicer or the Depositor to determine whether any Person is an Affiliate of such party.


 


“Affiliate Ethical
Wall”: Reasonable policies and procedures to be maintained by an Affiliate of the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor 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 Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable, and (2) that
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor 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 Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor 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 Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor 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 Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor 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.


 






    	-9-



    	 



    

 


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


 


“A.M. Best”:
A.M. Best Company, Inc. or its successors in interest. If neither A.M. Best nor any successor remains in existence, “A.M.
Best” shall be deemed to refer to such 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 Master Servicer
and the Special Servicer and specific ratings of A.M. Best herein referenced shall be deemed to refer to the equivalent ratings
(as reasonably determined by the Depositor) of the party so designated.


 


“AMO”:
Anderson McCoy & Orta, P.C., an Oklahoma professional corporation.


 


“Ancillary Fees”:
With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any Serviced Whole Loan, any and all demand fees,
beneficiary statement charges, fees for insufficient or returned checks and other usual and customary charges and fees (other than
Modification Fees, Consent Fees, Penalty Charges, Assumption Fees, assumption application fees and defeasance fees) actually received
from the related Mortgagor.


 


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


 


“Anticipated
Termination Date”: Any Distribution Date on which it is anticipated that the Trust Fund will be terminated pursuant to
Section 9.01(c) of this Agreement.


 


“Applicable
Laws”: As defined in Section 8.02(e) of this Agreement.


 


“Applicable
Patriot Act Laws”: As defined in Section 8.12 of this Agreement.


 


“Applicable
Monthly Payment”: For any Mortgage Loan (including a Non-Serviced Mortgage Loan and/or an REO Mortgage Loan) with respect
to any calendar month (including any such Mortgage Loan as to which the related Mortgaged Property has become an REO Property),
the Monthly Payment; provided, however, that for purposes of calculating the amount of any P&I Advance required
to be made by the Master Servicer or the Trustee, notwithstanding the amount of such Applicable Monthly Payment, interest shall
be calculated at the Mortgage Loan Rate less the Servicing Fee Rate; and provided, further, that for purposes of
determining the amount of any P&I Advance, the Monthly Payment shall be as reduced pursuant to any modification of a Mortgage
Loan pursuant to Section 3.24 of this Agreement or pursuant to the Other Pooling and Servicing Agreement, or pursuant
to any bankruptcy, insolvency, or other similar proceeding involving the related Mortgagor.


 


“Applicant”:
As defined in Section 5.07(a) of this Agreement.


 


“Appraisal”:
An appraisal prepared by an Appraiser, which shall be prepared in accordance with MAI standards and in accordance with FIRREA standards.


 


“Appraisal Reduction
Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole
Loan as to which an


 






    	-10-



    	 



    

 


Appraisal Reduction Event has occurred and an Appraisal Reduction Amount is required to be calculated, an amount
(subject to the operation of the final paragraph of Section 3.10(a)) equal to the excess, if any, of (a) the Stated
Principal Balance of such Mortgage Loan (or Serviced Whole Loan) as of the last day of the related Collection Period over (b) the
excess of (i) the sum of (A) 90% of the appraised values of the related Mortgaged Property or Properties (as determined
by one or more Appraisals obtained by the Special Servicer (the cost of which shall be advanced by the Master Servicer as a Property
Advance unless such Property Advance would be a Nonrecoverable Advance)), minus such downward adjustments as the Special Servicer
may make in accordance with the Servicing Standard (without implying any obligation to do so) based upon the Special Servicer’s
review of the Appraisal and such other information as the Special Servicer may deem appropriate and (B) all escrows, letters
of credit and reserves in respect of such Mortgage Loan (or Serviced Whole Loan) as of the date of the calculation over (ii) the
sum as of the Due Date occurring in the month of the date of determination of (A) to the extent not previously advanced by the
Master Servicer or the Trustee, all unpaid interest on such Mortgage Loan at a per annum rate equal to its Mortgage Loan
Rate (and with respect to a Serviced Whole Loan, interest on the related Serviced Companion Loan at the related Mortgage Loan Rate),
(B) all unreimbursed Advances (which shall include, without limitation, (1) any Advances as to which the advancing party was reimbursed
from a source other than the related Mortgagor and (2) any Unliquidated Advances), with interest thereon at the Advance Rate, in
respect of such Mortgage Loan (or Serviced Whole Loan) and (C) all currently due and unpaid real estate taxes and assessments,
insurance premiums and ground rents, unpaid Special Servicing Fees and all other amounts, due and unpaid with respect to such Mortgage
Loan (or Serviced Whole Loan) (which taxes, premiums, ground rents and other amounts have not been the subject of an Advance by
the Master Servicer or the Trustee, as applicable, and/or for which funds have not been escrowed). Promptly upon the occurrence
of an Appraisal Reduction Event (or a longer period so long as the Special Servicer is (as certified thereby to the Trustee in
writing) diligently and in good faith proceeding to obtain such), if an Appraisal has not been obtained within the immediately
preceding nine (9) months (or if the Special Servicer has determined in accordance with the Servicing Standard such Appraisal
to be materially inaccurate), the Special Servicer shall obtain an Appraisal, the costs of which shall be paid by the Master Servicer
as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such
Property Advance would be a Nonrecoverable Advance). The Master Servicer shall provide (via electronic delivery) the Special Servicer
with information in its possession that is reasonably required to calculate or recalculate any Appraisal Reduction Amount pursuant
to the definition thereof using reasonable efforts to deliver such information within four (4) Business Days of the Special Servicer’s
reasonable written request. None of the Master Servicer, the Trustee or the Certificate Administrator shall calculate or verify
Appraisal Reduction Amounts. On the first Determination Date occurring on or after the receipt of such Appraisal, the Special Servicer
shall calculate or adjust, as applicable, the Appraisal Reduction Amount to take into account such Appraisal and such information,
if any, reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the
Appraisal Reduction Amount. Notwithstanding the foregoing, if an Appraisal is required to be obtained in accordance with Section 3.10(a)
of this Agreement but is not obtained within 120 days following the events described in the applicable clause of the definition
“Appraisal Reduction Event” (without regard to the time periods stated therein), then, until such Appraisal is obtained
and solely for purposes


 






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of determining the amounts of P&I Advances, the Appraisal Reduction Amount will equal 25% of the Stated
Principal Balance of the related Mortgage Loan; provided that, upon receipt of an Appraisal by the Special Servicer, however,
the Appraisal Reduction Amount for such Mortgage Loan (or the related Serviced Whole Loan, if applicable) will be recalculated
in accordance with this definition without regard to this sentence. With respect to each Mortgage Loan (other than the Non-Serviced
Mortgage Loans) or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless the Mortgage Loan (or Serviced
Whole Loan) has become a Corrected Mortgage Loan (if a Servicing Transfer Event had occurred with respect to the related Mortgage
Loan (or Serviced Whole Loan)) and has remained current for three consecutive Monthly Payments, and with respect to which no other
Appraisal Reduction Event has occurred with respect thereto during the preceding three months), the Special Servicer shall, within
30 days of each anniversary of such Appraisal Reduction Event, order an Appraisal (which may be an update of the prior Appraisal
(the cost of which will be covered by, and reimbursable as, a Property Advance by the Master Servicer or as an expense of the Trust
Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance)),
provided, however, no new or updated Appraisal will be required if the Mortgage Loan, Serviced Whole Loan or REO
Property is under contract to be sold within 90 days of such Appraisal Reduction Event or anniversary thereof and the Special
Servicer reasonably believes such sale is likely to close. Based upon such Appraisal or letter updates thereto, the Special Servicer
shall determine and report to the Master Servicer and the Certificate Administrator the Appraisal Reduction Amount, if any, with
respect to such Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan and, in the case of a Whole Loan,
determined in accordance with the Co-Lender Agreement, and each of the Master Servicer and the Certificate Administrator shall
be entitled to rely conclusively on such determination by the Special Servicer. Upon completion, the Special Servicer shall deliver
a copy of any such Appraisal to the Master Servicer and the Certificate Administrator, which shall be in electronic format. Each
Appraisal Reduction Amount shall also be adjusted with respect to the next Distribution Date to take into account any subsequent
Appraisal and annual letter updates, as of the date of each such subsequent Appraisal or letter update.


 


Upon payment in full
or liquidation of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan for which an Appraisal Reduction
Amount has been determined, such Appraisal Reduction Amount will be eliminated. In addition, with respect to any Mortgage Loan
(or Serviced Whole Loan, but not including the Non-Serviced Mortgage Loans), as to which an Appraisal Reduction Event has occurred,
such Mortgage Loan (or Serviced Whole Loan) shall no longer be subject to the Appraisal Reduction Amount if (a) such Mortgage Loan
(or Serviced Whole Loan) has become a Corrected Mortgage Loan (if a Servicing Transfer Event had occurred with respect to the related
Mortgage Loan (or Serviced Whole Loan)) and such Mortgage Loan (or Serviced Whole Loan) becomes and remains current for three consecutive
Monthly Payments and (b) no other Appraisal Reduction Event has occurred and is continuing.


 


Notwithstanding the foregoing,
with respect to each Non-Serviced Mortgage Loan, the Appraisal Reduction Amount shall be the applicable pro rata portion
of the “Appraisal Reduction Amount” relating to the related Non-Serviced Whole Loan, and calculated pursuant to the
applicable Other Pooling and Servicing Agreement by the applicable Other Special Servicer. The parties hereto shall be entitled
to rely on such calculations as reported to them by the


 






    	-12-



    	 



    

 


applicable Other Special Servicer or Other Master Servicer. By their acceptance
of their Certificates, the Certificateholders will be deemed to have acknowledged that each applicable Other Pooling and Servicing
Agreement, the Illinois Center Co-Lender Agreement, 750 Lexington Avenue Co-Lender Agreement, the Hammons Hotel Portfolio Co-Lender
Agreement, the DoubleTree Hotel Universal Co-Lender Agreement and the Hyatt Place Texas Portfolio Co-Lender Agreement (after the
Hyatt Place Texas Portfolio Companion Loan Securitization Date), taken together, provide that any such “Appraisal Reduction
Amount” will be calculated by the applicable Other Special Servicer or Other Master Servicer under the applicable Other Pooling
and Servicing Agreement.


 


Appraisal Reduction Amounts
with respect to a Serviced Whole Loan shall be allocated to the related Mortgage Loan and the related Companion Loan(s) on a pro
rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage
Loan and the related Companion Loan(s);


 


“Appraisal Reduction
Event”: With respect to any Mortgage Loan (or Serviced Whole Loan, but not the Non-Serviced Mortgage Loans), the earliest
of (i) the date on which such Mortgage Loan (or Serviced Whole Loan) becomes a Modified Asset, (ii) the date on which such Mortgage
Loan (or Serviced Whole Loan) is 60 days or more delinquent in respect of any Monthly Payment, except for a Balloon Payment,
(iii) in the case of a delinquent Balloon Payment, (A) the date occurring 60 days after the date on which such Balloon
Payment was due (except as described in clause B below) or (B) if the related Mortgagor has delivered to the Master
Servicer or Special Servicer (and in either such case the Master Servicer or the Special Servicer, as applicable, shall promptly
deliver a copy thereof to the other servicer with respect to such Mortgage Loan), a refinancing commitment acceptable to the Special
Servicer prior to the date 60 days after the Balloon Payment was due, the date occurring 120 days after the date on which
the Balloon Payment was due (or such shorter period beyond the date on which that Balloon Payment was due during which the refinancing
is scheduled to occur), (iv) the date on which the related Mortgaged Property has become an REO Property, (v) a receiver
or similar official is appointed and continues for 60 days in such capacity in respect of the related Mortgaged Property,
(vi) 60 days after the related Mortgagor is subject to a bankruptcy, insolvency or similar proceedings, which, in the
case of an involuntary bankruptcy, insolvency or similar proceeding, is not dismissed within those 60 days, or (vii) the
date on which such Mortgage Loan (or Serviced Whole Loan) remains outstanding five (5) years following any extension of its
maturity date pursuant to Section 3.24 of this Agreement. If an Appraisal Reduction Event occurs with respect to any
Mortgage Loan that is part of a Serviced Whole Loan, then an Appraisal Reduction Event shall be deemed to have occurred with respect
to the related Serviced Companion Loan(s). If an Appraisal Reduction Event occurs with respect to any Serviced Companion Loan that
is part of a Serviced Whole Loan, then an Appraisal Reduction Event shall be deemed to have occurred with respect to the related
Mortgage Loan and any other Serviced Companion Loan(s) included as part of that Serviced Whole Loan. No Appraisal Reduction Event
may occur at any time when the aggregate Certificate Principal Amount of all Classes of Certificates (other than the Class A-1,
Class A-2, Class A-3, Class A-4 and Class A-AB Certificates) has been reduced to zero. The Special Servicer
shall notify the Master Servicer and the Master Servicer shall notify the Special Servicer, as applicable, promptly upon the occurrence
of any of the foregoing events.


 






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“Appraised Value”:
As of any date of determination, the appraised value of a Mortgaged Property based upon an appraisal or update thereof prepared
by an Appraiser that is contained in the related Servicing File obtained within the time parameters required by this Agreement.
With respect to each Mortgaged Property securing each Non-Serviced Mortgage Loan, the appraised value allocable thereto, as determined
pursuant to the applicable Other Pooling and Servicing Agreement.


 


“Appraised-Out
Class”: As defined in Section 3.10(a) of this Agreement.


 


“Appraiser”:
An Independent nationally recognized professional commercial real estate appraiser who (i) is a member in good standing of
the Appraisal Institute, (ii) if the state in which the related Mortgaged Property is located certifies or licenses appraisers,
is certified or licensed in such state, and (iii) has a minimum of five years’ experience in the related property type
and market.


 


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


 


“Asset Status
Report”: As defined in Section 3.21(b) of this Agreement.


 


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


 


“Assumption
Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if applicable,
any and all assumption fees of such Mortgage Loan (or Serviced Whole Loan, if applicable) for transactions effected under Sections 3.09(a),
3.09(b) and 3.09(c) of this Agreement (excluding assumption application fees), actually paid by the related Mortgagor
and other applicable fees (not including assumption fees and/or assumption application fees) actually paid by the related Mortgagor
in accordance with the related Loan Documents, with respect to any assumption or substitution agreement entered into by the Master
Servicer or the Special Servicer on behalf of the Trust (or, in the case of a Serviced Whole Loan, on behalf of the Trust and the
related Companion Loan Holder) pursuant to Section 3.09(a) of this Agreement or paid by the related Mortgagor with
respect to any transfer of an interest in such Mortgagor pursuant to Section 3.09(a) of this Agreement.


 


“Authenticating
Agent”: Any authenticating agent appointed by the Certificate Administrator pursuant to Section 5.09 of this
Agreement.


 


“Authorized
Representative”: With respect to the Depositor, any Person authorized by the Depositor to upload information to the Depositor’s
17g-5 Website, which (a) as of the Closing Date (and thereafter until other Persons are identified pursuant to clause (b))
shall be the Persons identified, along with contact information and email addresses, on Exhibit Q to this Agreement,
and (b) thereafter shall be such authorized representative(s) identified, along with contact information and email address(es),
by the Depositor in writing, which shall be


 






    	-14-



    	 



    

 


delivered from time to time when changes are made to the Master Servicer, the Special
Servicer, the Trustee, the Custodian and the Certificate Administrator.


 


“Available Funds”:
With respect to any Distribution Date an amount equal to the sum of (without duplication):


 


(a)         
the aggregate amount relating to the Trust Fund on deposit in the Collection Account and the Lower-Tier Distribution Account,
as of the close of business on the Business Day prior to the related Master Servicer Remittance Date, exclusive of (without duplication):


 


(i)            
all Monthly Payments and Balloon Payments paid by the Mortgagors that are due on a Due Date (without regard to grace periods) after
the end of the related Collection Period (without regard to grace periods);


 


(ii)           
all unscheduled payments of principal (including Principal Prepayments (together with any related payments of interest
allocable to the period following the Due Date for the related Mortgage Loan during the related Collection Period)), Liquidation
Proceeds, Insurance Proceeds or Condemnation Proceeds and other unscheduled recoveries received subsequent to the related Determination
Date (or, in the case of the Non-Serviced Mortgage Loans, after the Business Day preceding the related Master Servicer Remittance
Date);


 


(iii)          
all amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (viii),
inclusive, of Section 3.06(a) of this Agreement;


 


(iv)           Excess Interest;


 


(v)           
all Yield Maintenance Charges;


 


(vi)          
all Penalty Charges retained in the Collection Account pursuant to Section 3.14  of this Agreement;


 


(vii)         
all amounts deposited in the Collection Account or the Lower-Tier Distribution Account, as the case may be, in error; and


 


(viii)        
with respect to the Mortgage Loans for which Withheld Amounts are required to be deposited in the Interest Reserve Account,
and any Distribution Date in (1) each February or (2) any January in a year that is not a leap year (unless,
in either case, such Distribution Date is the final Distribution Date), an amount equal to one day of interest on the Stated Principal
Balance of such Mortgage Loan as of the close of business on the Distribution Date in the month preceding the month in which the
subject Distribution Date occurs at the related Mortgage Loan Rate, less the Administrative Cost Rate, to the extent such amounts
are to be deposited in the Interest Reserve Account and held for future distribution pursuant to Section 3.23 of this
Agreement;


 






    	-15-



    	 



    

 


(b)         
the aggregate amount of any Compensating Interest Payments and P&I Advances made by the Master Servicer or the Trustee,
as applicable, for such Distribution Date (net of the related Trustee/Certificate Administrator Fee with respect to the Mortgage
Loans for which such P&I Advances are made); and


 


(c)         
for the Distribution Date occurring in each March (or February if the final Distribution Date occurs in such month),
the Withheld Amounts remitted to the Lower-Tier Distribution Account pursuant to Section 3.23 of this Agreement.


 


Notwithstanding the investment of funds
held in the Collection Account or the Lower-Tier Distribution Account pursuant to Section 3.07 of this Agreement, for
purposes of calculating the Available Funds, the amounts so invested shall be deemed to remain on deposit in such account.


 


“Balloon Mortgage
Loan”: Any Mortgage Loan or Companion Loan that by its original terms or by virtue of any modification provides for an
amortization schedule extending beyond its Maturity Date, unless such extension results solely from the accrual of interest on
the basis of the actual number of days elapsed in a year of 360 days, notwithstanding calculation of Monthly Payments based
on a 360-day year consisting of twelve 30-day months.


 


“Balloon Payment”:
With respect to any Balloon Mortgage Loan as of any date of determination, the amount outstanding on the Maturity Date of such
Mortgage Loan in excess of the related Monthly Payment.


 


“Base Interest
Fraction”: With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class of Class A-1,
Class A-2, Class A-3, Class A-4, Class A-AB and Class D Certificates or any Class PEZ Regular Interest,
a fraction (a) whose numerator is the amount, if any, by which (i) the Pass-Through Rate on such Class of Certificates
or Class PEZ Regular Interest exceeds (ii) the discount rate used in accordance with the related Loan Documents in calculating
the Yield Maintenance Charge with respect to such Principal Prepayment (or, if the Yield Maintenance Charge is a fixed percentage
of the principal balance of the related Mortgage Loan, the yield rate applicable to any related yield maintenance charge or that
is otherwise described in the related Loan Documents) and (b) whose denominator is the amount, if any, by which (i) the
Mortgage Loan Rate on such Mortgage Loan exceeds (ii) the discount rate used in accordance with the related Loan Documents
in calculating the Yield Maintenance Charge with respect to such Principal Prepayment (or, if the Yield Maintenance Charge is a
fixed percentage of the principal balance of the related Mortgage Loan, the yield rate applicable to any related yield maintenance
charge or that is otherwise described in the related Loan Documents); provided, however, that under no circumstances
shall the Base Interest Fraction be greater than one. However, if such discount rate is greater than or equal to the lesser of
(x) the Mortgage Loan Rate on the related Mortgage Loan and (y) the Pass-Through Rate described in the preceding sentence,
then the Base Interest Fraction shall equal zero; provided, that, if such discount rate is greater than or equal
to the Mortgage Loan Rate on such Mortgage Loan, but less than the Pass-Through Rate described in the preceding sentence, then
the Base Interest Fraction shall equal one.


 


“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


 






    	-16-



    	 



    

 


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 Trustee,
the Certificate Administrator, the Special Servicer and the Master Servicer 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 evidence (which may
be in the form of an Investor Certification) at its expense of its status as a Beneficial Owner hereunder.


 


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


 


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


 


“Borrower Party
Affiliate”: With respect to a borrower, a borrower sponsor, a Manager of a Mortgaged Property or a Restricted Mezzanine
Holder, (a) any other person controlling or controlled by or under common control with such borrower, Manager or Restricted Mezzanine
Holder, as applicable, or (b) any other person owning, directly or indirectly, twenty-five percent (25%) or more of the beneficial
interests in such borrower, Manager or Restricted Mezzanine 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 2.03(a) of this Agreement.


 


“Business Day”:
Any day other than a Saturday, a Sunday or any day on which the New York Stock Exchange, the Federal Reserve Bank of New York or
banking institutions in the states of New York, Kansas, North Carolina, California, Minnesota, Pennsylvania, Illinois, Delaware
and Maryland, the cities in which the principal offices of the Operating Advisor, the Master Servicer or the Special Servicer are
located, or the city in which the Corporate Trust Office of the Certificate Administrator or the Trustee is located are authorized
or obligated by law, executive order or governmental decree to be closed.


 


“Calculation
Rate”: A discount rate appropriate for the type of cash flows being discounted, namely (i) for principal and interest
payments on a Mortgage Loan or proceeds from the sale of a Defaulted Mortgage Loan, the highest of (1) the rate determined
by the Master Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable by the Mortgagors
on similar debt of the Mortgagors as of such date of determination, (2) the Mortgage Loan Rate and (3) the yield on 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).


 


“CCRE”:
Cantor Commercial Real Estate Lending, L.P., a Delaware limited partnership, and its successors in interest.


 






    	-17-



    	 



    

 


“CCRE Loan Purchase
Agreement”: The Mortgage Loan Purchase Agreement, dated as of October 1, 2015, by and between CCRE and the Depositor.


 


“Certificate”:
Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S,
Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G, Class S and Class R
Certificate issued, authenticated and delivered hereunder.


 


“Certificate
Administrator”: U.S. Bank National Association, a national banking association, or its successor in interest, or any
successor Certificate Administrator appointed as herein provided.


 


“Certificate
Administrator Accounts”: As defined in Section 3.07(a) of this Agreement.


 


“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.usbank.com/abs.


 


“Certificate
Factor”: With respect to any Class of Regular Certificates and any Class PEZ Regular Interest, as of any date
of determination, a fraction, expressed as a decimal carried to eight places, the numerator of which is the then related Certificate
Principal Amount or the Notional Amount, as the case may be, and the denominator of which is the related initial Certificate Principal
Amount or the initial Notional Amount, as the case may be.


 


“Certificate
Principal Amount”: With respect to any Class of Sequential Pay Certificates or Class PEZ Regular Interest (a) on
or prior to the first Distribution Date, an amount equal to the aggregate initial Certificate Principal Amount of such Class of
Sequential Pay Certificates or Class PEZ Regular Interest, as specified in the Preliminary Statement hereto, and (b) as
of any date of determination after the first Distribution Date, an amount (adjusted in the case of any Class of Class A-S,
Class B and Class C Certificates to take into account any Certificate exchanges pursuant to Section 5.12 of this
Agreement from and including the Closing Date up to and including such date of determination) equal to the Certificate Principal
Amount of such Class of Sequential Pay Certificates or Class PEZ Regular Interest on the Distribution Date immediately
prior to such date of determination, after actual distributions of principal thereon and allocation of Realized Losses thereto
on such prior Distribution Date, and increased on any Distribution Date (as and to the extent provided in the penultimate sentence
of the first paragraph of Section 4.01(f) of this Agreement) in connection with recoveries of Nonrecoverable Advances
previously reimbursed out of collections of principal on the Mortgage Loans. The aggregate Certificate Principal Amount of the
Class A-S Certificates and the Class PEZ Component A-S shall at all times equal the Certificate Principal Amount of the
Class A-S Regular Interest. The aggregate Certificate Principal Amount of the Class B Certificates and the Class PEZ
Component B shall at all times equal the Certificate Principal Amount of the Class B Regular Interest. The aggregate Certificate
Principal Amount of the Class C Certificates and the Class PEZ Component C shall at all times equal the Certificate Principal
Amount of the Class C


 






    	-18-



    	 



    

 


Regular Interest. The Certificate Principal Amount of the Class PEZ Certificates shall at all times
equal the aggregate Certificate Principal Amount of the Class PEZ Components.


 


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


 


“Certificateholder”:
With respect to any Certificate, the Person whose name is registered in the Certificate Register; provided, however,
that, except to the extent provided in the next proviso, solely for the purpose of giving any consent or taking any action pursuant
to this Agreement, any Certificate beneficially owned by the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor, a manager of a Mortgaged Property, a Mortgagor, or any Person known to a
Responsible Officer of the Certificate Registrar to be an Affiliate of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, a manager of a Mortgaged Property or a Mortgagor 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 (provided,
that notwithstanding the foregoing, for purposes of exercising any rights it may have solely as a member of the Controlling Class,
any Controlling Class Certificate owned by an Excluded Controlling Class Holder shall be deemed not to be outstanding as to such
Holder solely with respect to any related Excluded Controlling Class Loan); provided, however, that for purposes
of obtaining the consent of Certificateholders to an amendment of this Agreement, any Certificates beneficially owned by the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or an Affiliate of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor 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 Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor or any of their Affiliates, such Certificate shall be deemed not to be outstanding; provided, however,
if the Master Servicer, the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer is a member of the
Controlling Class (but not with respect to any Excluded Controlling Class Loan with respect to which such party is an Excluded
Controlling Class Holder), it shall be permitted to act in such capacity and exercise all rights under this Agreement bestowed
upon the Controlling Class; provided further, if an Affiliate of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Operating Advisor has provided an Investor Certification in which it
has certified as to the existence of an Affiliate Ethical Wall between it and the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator or the Operating Advisor, as applicable, then any Certificates beneficially owned by
such Affiliate shall be deemed to be outstanding.


 


“Certification
Parties”: As defined in Section 10.05 of this Agreement.


 


“Certifying
Certificateholder”: A Certificateholder or Beneficial Owner of a Certificate that has provided the Trustee or the Certificate
Administrator, as applicable, with an executed Investor Certification.


 






    	-19-



    	 



    

 


“Certifying
Person”: As defined in Section 10.05 of this Agreement.


 


“Certifying
Servicer”: As defined in Section 10.07 of this Agreement.


 


“CGMRC”:
Citigroup Global Markets Realty Corp., a New York corporation, and its successors in interest.


 


“CGMRC Loan
Purchase Agreement”: The Mortgage Loan Purchase Agreement, dated as of October 1, 2015, by and between CGMRC and the
Depositor.


 


“Class”:
With respect to the Certificates, all of the Certificates bearing the same alphabetical or alphanumeric class designation, and
with respect to the Lower-Tier Regular Interests, each interest set forth in the Preliminary Statement hereto.


 


“Class A-1
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-1 hereto.


 


“Class A-1
Component”: The Component having such designation.


 


“Class A-1
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 1.539%.


 


“Class A-2
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-2 hereto.


 


“Class A-2
Component”: The Component having such designation.


 


“Class A-2
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.075%.


 


“Class A-3
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-3 hereto.


 


“Class A-3
Component”: The Component having such designation.


 


“Class A-3
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.244%.


 


“Class A-4
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-4 hereto.


 


“Class A-4
Component”: The Component having such designation.


 


“Class A-4
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.506%.


 






    	-20-



    	 



    

 


“Class A-AB
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-5 hereto.


 


“Class A-AB
Component”: The Component having such designation.


 


“Class A-AB
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.278%.


 


“Class A-AB
Scheduled Principal Balance”: For any Distribution Date, the scheduled principal balance for such Distribution Date set
forth on Exhibit BB to this Agreement.


 


“Class A-S
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-9 hereto. The Class A-S Certificates represent undivided
beneficial interests in the Class A-S Specific Grantor Trust Assets.


 


“Class A-S
Component”: The Component having such designation.


 


“Class A-S
Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class A-S
Percentage Interest and (ii) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in
respect of the Class A-S Regular Interest on such Distribution Date.


 


“Class A-S
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.911%.


 


“Class A-S
Percentage Interest”: As of any date of determination, with respect to the Class A-S Regular Interest and the Class A-S
Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Principal Amount of the Class A-S
Certificates, and the denominator of which is the Certificate Principal Amount of the Class A-S Regular Interest.


 


“Class A-S
Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class A-S
Percentage Interest and (ii) the Class A-S Regular Interest Principal Distribution Amount for such Distribution Date.


 


“Class A-S
Regular Interest”: The uncertificated interest corresponding to the Class A-S Certificates and the Class PEZ
Certificates (to the extent of the Class A-S-PEZ Percentage Interest of the Class A-S Regular Interest), constituting
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable
thereto in this Agreement.


 


“Class A-S
Regular Interest Available Funds”: With respect to any Distribution Date, an amount equal to the total amount of all
principal and/or interest distributions, as well as any other distributions (including Yield Maintenance Charges), properly made
on or in respect of the Class A-S Regular Interest with respect to such Distribution Date.


 






    	-21-



    	 



    

 


“Class A-S
Regular Interest Pass-Through Rate”: The Class A-S Pass Through Rate.


 


“Class A-S
Regular Interest Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the amount
of principal distributed pursuant to Section 4.01(b) of this Agreement in respect of the Class A-S Regular Interest
on such Distribution Date.


 


“Class A-S
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class A-S Percentage Interest
of the Class A-S Regular Interest and (ii) amounts held from time to time in the Exchangeable Distribution Account that represent
distributions on the Class A-S Percentage Interest in the Class A-S Regular Interest.


 


“Class A-S-PEZ
Percentage Interest”: As of any date of determination, with respect to the Class A-S Regular Interest and the Class PEZ
Certificates, a percentage interest equal to 100.0% minus the Class A-S Percentage Interest.


 


“Class B
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-10 hereto. The Class B Certificates represent undivided
beneficial interests in the Class B Specific Grantor Trust Assets.


 


“Class B
Component”: The Component having such designation.


 


“Class B
Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class B
Percentage Interest and (ii) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in
respect of the Class B Regular Interest on such Distribution Date.


 


“Class B
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the lesser of the WAC Rate and 4.466%.


 


“Class B
Percentage Interest”: As of any date of determination, with respect to the Class B Regular Interest and the Class B
Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Principal Amount of the Class B
Certificates, and the denominator of which is the Certificate Principal Amount of the Class B Regular Interest.


 


“Class B
Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class B
Percentage Interest and (ii) the Class B Regular Interest Principal Distribution Amount for such Distribution Date.


 


“Class B
Regular Interest”: The uncertificated interest corresponding to the Class B Certificates and the Class PEZ
Certificates (to the extent of the Class B-PEZ Percentage Interest of the Class B Regular Interest), constituting a “regular
interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto
in this Agreement.


 






    	-22-



    	 



    

 


“Class B
Regular Interest Available Funds”: With respect to any Distribution Date, an amount equal to the total amount of all
principal and/or interest distributions, as well as any other distributions (including Yield Maintenance Charges), properly made
on or in respect of the Class B Regular Interest with respect to such Distribution Date.


 


“Class B
Regular Interest Pass-Through Rate”: The Class B Pass-Through Rate.


 


“Class B
Regular Interest Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the amount
of principal distributed pursuant to Section 4.01(b) of this Agreement in respect of the Class B Regular Interest
on such Distribution Date.


 


“Class B
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class B Percentage Interest
of the Class B Regular Interest and (ii) amounts held from time to time in the Exchangeable Distribution Account that represent
distributions on the Class B Percentage Interest in the Class B Regular Interest.


 


“Class B-PEZ
Percentage Interest”: As of any date of determination, with respect to the Class B Regular Interest and the Class PEZ
Certificates, a percentage interest equal to 100.0% minus the Class B Percentage Interest.


 


“Class C
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-12 hereto. The Class C Certificates represent undivided
beneficial interests in the Class C Specific Grantor Trust Assets.


 


“Class C
Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class C
Percentage Interest and (ii) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in
respect of the Class C Regular Interest on such Distribution Date.


 


“Class C
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate.


 


“Class C
Percentage Interest”: As of any date of determination, with respect to the Class C Regular Interest and the Class C
Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Principal Amount of the Class C
Certificates, and the denominator of which is the Certificate Principal Amount of the Class C Regular Interest.


 


“Class C
Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class C
Percentage Interest and (ii) the Class C Regular Interest Principal Distribution Amount for such Distribution Date.


 


“Class C
Regular Interest”: The uncertificated interest corresponding to the Class C Certificates and the Class PEZ
Certificates (to the extent of the Class C-PEZ Percentage Interest of the Class C Regular Interest), constituting a “regular
interest” in the Upper-Tier


 






    	-23-



    	 



    

 


REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto
in this Agreement.


 


“Class C
Regular Interest Available Funds”: With respect to any Distribution Date, an amount equal to the total amount of all
principal and/or interest distributions, as well as any other distributions (including Yield Maintenance Charges), properly made
on or in respect of the Class C Regular Interest with respect to such Distribution Date.


 


“Class C
Regular Interest Pass-Through Rate”: The Class C Pass-Through Rate.


 


“Class C
Regular Interest Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the amount
of principal distributed pursuant to Section 4.01(b) of this Agreement in respect of the Class C Regular Interest
on such Distribution Date.


 


“Class C
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class C Percentage Interest
of the Class C Regular Interest and (ii) amounts held from time to time in the Exchangeable Distribution Account that represent
distributions on the Class C Percentage Interest in the Class C Regular Interest.


 


“Class C-PEZ
Percentage Interest”: As of any date of determination, with respect to the Class C Regular Interest and the Class PEZ
Certificates, a percentage interest equal to 100.0% minus the Class C Percentage Interest.


 


“Class D
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-13 hereto.


 


“Class D
Component”: The Component having such designation.


 


“Class D
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.979%.


 


“Class E
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-14 hereto.


 


“Class E
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate.


 


“Class E
Transfer”: As defined in Section 6.09(h) of this Agreement.


 


“Class F
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-15 hereto.


 


“Class F
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate.


 






    	-24-



    	 



    

 


“Class G
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-16 hereto.


 


“Class G
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate.


 


“Class PEZ
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-11 hereto. The Class PEZ Certificates represent undivided
beneficial interests in the Class PEZ Specific Grantor Trust Assets.


 


“Class PEZ
Component”: Any of the Class PEZ Component A-S, Class PEZ Component B or Class PEZ Component C.


 


“Class PEZ
Component A-S”: The portion of the Class A-S Regular Interest equal to the Class A-S-PEZ Percentage Interest
of the Class A-S Regular Interest.


 


“Class PEZ
Component A-S Principal Amount”: The product of the Class A-S-PEZ Percentage Interest and the Certificate Principal
Amount of the Class A-S Regular Interest.


 


“Class PEZ
Component B”: The portion of the Class B Regular Interest equal to the Class B-PEZ Percentage Interest of the
Class B Regular Interest.


 


“Class PEZ
Component B Principal Amount”: The product of the Class B-PEZ Percentage Interest and the Certificate Principal
Amount of the Class B Regular Interest.


 


“Class PEZ
Component C”: The portion of the Class C Regular Interest equal to the Class C-PEZ Percentage Interest of the
Class C Regular Interest.


 


“Class PEZ
Component C Principal Amount”: The product of the Class C-PEZ Percentage Interest and the Certificate Principal
Amount of the Class C Regular Interest.


 


“Class PEZ
Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum of (i) the product of
(a) the Class A-S-PEZ Percentage Interest and (b) the amount of interest distributable pursuant to Section 4.01(b)
of this Agreement in respect of the Class A-S Regular Interest on such Distribution Date, (ii) the product of (a) the Class B-PEZ
Percentage Interest and (b) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect
of the Class B Regular Interest on such Distribution Date and (iii) the product of (a) the Class C-PEZ Percentage Interest
and (b) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect of the Class C
Regular Interest on such Distribution Date.


 


“Class PEZ
Percentage Interest”: Any of the Class A-S-PEZ Percentage Interest, the Class B-PEZ Percentage Interest or
the Class C-PEZ Percentage Interest.


 






    	-25-



    	 



    

 


“Class PEZ
Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum of (i) the product
of (a) the Class A-S-PEZ Percentage Interest and (b) the Class A-S Regular Interest Principal Distribution Amount for
such Distribution Date, (ii) the product of (a) the Class B-PEZ Percentage Interest and (b) the Class B Regular Interest
Principal Distribution Amount for such Distribution Date and (iii) the product of (a) the Class C-PEZ Percentage Interest
and (b) the Class C Regular Interest Principal Distribution Amount for such Distribution Date.


 


“Class PEZ
Regular Interests”: The Class A-S, Class B and Class C Regular Interests.


 


“Class PEZ
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class PEZ Components and (ii)
amounts held from time to time in the Exchangeable Distribution Account that represent distributions on the Class PEZ Components.


 


“Class R
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-17 hereto. The Class R Certificates have no Pass-Through
Rate, Certificate Principal Amount or Notional Amount.


 


“Class S Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially
the form set forth in Exhibit A-18 hereto and evidencing an undivided beneficial interest in the related portion of the
Grantor Trust. The Class S Certificates have no Pass-Through Rate, Certificate Principal Amount or Notional Amount.


 


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


 


“Class X
Certificates”: The Class X-A, Class X-B and/or Class X-D Certificates, as the context requires.


 


“Class X
Strip Rate”: With respect to each Component for any Distribution Date, a rate per annum equal to the excess, if
any of (i) the WAC Rate for such Distribution Date, over (ii) the Pass-Through Rate for the Class of Corresponding
Certificates.


 


“Class X-A
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-6 hereto.


 


“Class X-A
Components”: The Class A-1 Component, Class A-2 Component, Class A-3 Component, Class A-4 Component,
Class A-AB Component and Class A-S Component.


 


“Class X-A
Notional Amount”: With respect to the Class X-A Certificates as of any date of determination, the sum of the Component
Notional Amounts of the Class X-A Components.


 






    	-26-



    	 



    

 


“Class X-A
Pass-Through Rate”: For any Distribution Date, the weighted average of Class X Strip Rates for the Class X-A
Components for such Distribution Date (weighted on the basis of the respective Component Notional Amounts of such Components outstanding
immediately prior to such Distribution Date).


 


“Class X-B
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-7 hereto.


 


“Class X-B
Component”: The Class B Component.


 


“Class X-B
Notional Amount”: With respect to the Class X-B Certificates as of any date of determination, the Component Notional
Amount of the Class X-B Component.


 


“Class X-B
Pass-Through Rate”: For any Distribution Date, the Class X Strip Rate for the Class X-B Component for such
Distribution Date.


 


“Class X-D
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-8 hereto.


 


“Class X-D
Component”: The Class D Component.


 


“Class X-D
Notional Amount”: With respect to the Class X-D Certificates as of any date of determination, the Component Notional
Amount of the Class X-D Component.


 


“Class X-D
Pass-Through Rate”: For any Distribution Date, the Class X Strip Rate for the Class X-D Component for such
Distribution Date.


 


“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”:
Clearstream Banking, société anonyme, and its successors in interest.


 


“Closing Date”:
October 23, 2015.


 


“Co-Lender Agreement”:
Any of the Illinois Center Co-Lender Agreement, the 750 Lexington Avenue Co-Lender Agreement, the Hammons Hotel Portfolio Co-Lender
Agreement, the DoubleTree Hotel Universal Co-Lender Agreement and the Hyatt Place Texas Portfolio Co-Lender Agreement.


 


“Code”:
The Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations
of the United States Department of the Treasury promulgated pursuant thereto.


 






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“Collection
Account”: The account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a)
of this Agreement, which (subject to any changes in the identities of the Master Servicer or the Trustee) shall be entitled “Wells
Fargo Bank, National Association, as Master Servicer on behalf of U.S. Bank National Association, as Trustee, for the benefit of
the registered holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34”
and which must be an Eligible Account.


 


“Collection
Period”: With respect to a Distribution Date and each Mortgage Loan, the period beginning on the day after the Due Date
(without regard to grace periods) in the month preceding the month in which such Distribution Date occurs (or, in the case of the
Distribution Date occurring in November 2015, beginning on the day after the Cut-Off Date) and ending on and including the Due
Date (without regard to grace periods) in the month in which such Distribution Date occurs.


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion Loan”:
Any of the Illinois Center Companion Loans, the 750 Lexington Avenue Companion Loan, the Hammons Hotel Portfolio Companion Loans,
the DoubleTree Hotel Universal Companion Loan and the Hyatt Place Texas Portfolio Companion Loan.


 


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


 


“Companion Loan
Holder Representative”: With respect to each Serviced Companion Loan, the related Non-Controlling Note Holder Representative
(as defined in the related Co-Lender Agreement).


 


“Companion Loan
Rating Agency”: With respect to any 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 Serviced Companion Loan Securities.


 


“Companion Loan
Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Serviced Companion
Loan or any related REO Property as to which any Serviced Companion Loan Securities exist (including, but not limited to, the replacement
of a Master Servicer or the Special Servicer), confirmation in writing (which may be in electronic form) by each applicable Companion
Loan Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the
downgrade, withdrawal or qualification of the then-current rating assigned to any class of such Serviced Companion Loan Securities
(if then rated by the Companion Loan Rating Agency); provided that upon receipt of a written waiver or other acknowledgment
from the Companion Loan Rating Agency indicating its decision not to review or declining to review the matter for which the Companion
Loan Rating Agency Confirmation is sought (such written notice, a “Companion Loan Rating Agency Declination”),
or as otherwise provided in Section 3.30 of this Agreement, the requirement for the Companion Loan Rating Agency Confirmation
from the applicable Companion Loan Rating Agency with respect to such matter shall not apply.


 






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“Companion Loan
Rating Agency Declination”: As defined in the definition of “Companion Loan Rating Agency Confirmation” in
this Agreement.


 


“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).


 


“Compensating
Interest Payments”: Any payment required to be made by the Master Servicer pursuant to Section 3.13 of this
Agreement to cover Prepayment Interest Shortfalls.


 


“Component”:
With respect to (a) the Class X-A Certificates, the Class A-1 Component, Class A-2 Component, Class A-3
Component, Class A-4 Component, Class A-AB Component and Class A-S Component, (b) the Class X-B Certificates,
the Class B Component, and (c) the Class X-D Certificates, the Class D Component.


 


“Component Notional
Amount”: With respect to each Component and any date of determination, an amount equal to the Lower-Tier Principal Balance
of the Corresponding Lower-Tier Regular Interest for that Component.


 


“Condemnation
Proceeds”: All proceeds received in connection with the taking of all or a part of a Mortgaged Property or REO Property
(including with respect to the Non-Serviced Mortgage Loans) by exercise of the power of eminent domain or condemnation, subject,
however, to the rights of any tenants and ground lessors, as the case may be, and the terms of the related Mortgage. In the case
of each Non-Serviced Mortgage Loan, “Condemnation Proceeds” means any portion of such proceeds received by the Trust
Fund in connection with the related Non-Serviced Mortgage Loan, pursuant to the allocations provided for in the related Co-Lender
Agreement.


 


“Confidential
Information”: With respect to each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor
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 Pooling and Servicing Agreement with respect to any Mortgage Loan (or
Serviced Whole Loan), any Mortgagor and any Mortgaged 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 Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
or the Trustee, as applicable, or (iii) is or becomes generally available to the public other than as a result of a disclosure
by the Master Servicer Servicing Personnel, Special Servicer Servicing Personnel, the Operating Advisor Surveillance Personnel,
the Certificate Administrator Personnel or the Trustee Personnel.


 


“Consent Fees”:
With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if applicable, any and all
fees actually paid by a Mortgagor with respect to any consent or approval required pursuant to the terms of the related Loan Documents
that does not involve a modification evidenced by a signed writing, assumption, extension, waiver or amendment of the terms of
the related Loan Documents.


 






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“Consultation
Termination Event”: The event that occurs when (i) no Class of Control Eligible Certificates has an aggregate
Certificate Principal Amount at least equal to 25% of the initial Certificate Principal Amount of such Class or (ii) deemed
to occur pursuant to Section 6.09(d) or Section 6.09(h) of this Agreement. With respect to Excluded Loans,
a Consultation Termination Event shall be deemed to exist.


 


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


 


“Control Termination
Event”: The event that occurs when (i) no Class of Control Eligible Certificates has an aggregate Certificate
Principal Amount (as notionally reduced by any Appraisal Reduction Amounts allocable to such Class in accordance with Section 3.10(a)
of this Agreement) at least equal to 25% of the initial Certificate Principal Amount of such Class or (ii) deemed to
occur pursuant to Section 6.09(d) or Section 6.09(h) of this Agreement. With respect to Excluded Loans,
a Control Termination Event shall be deemed to exist.


 


“Controlling
Class”: As of any time of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has an aggregate Certificate Principal Amount (as notionally reduced by any Appraisal Reduction Amounts allocable to such
Class in accordance with Section 3.10(a) of this Agreement) at least equal to 25% of the initial Certificate Principal
Amount of such Class or if no Class of Control Eligible Certificates meets the preceding requirement, the Class E
Certificates. The Controlling Class as of the Closing Date will be the Class G Certificates.


 


“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 at least a
majority of the Controlling Class Certificateholders by Certificate Principal Amount, 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 Master Servicer, the Trustee, the Certificate Administrator and the Operating Advisor; provided
that, (i) absent such selection, or (ii) until a Controlling Class Representative is so selected, or (iii) upon
receipt of notice from the Controlling Class Certificateholders that own Certificates representing more than 50% of the Certificate
Principal Amount of the Controlling Class 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 Principal Amount of the Controlling Class as identified to the Certificate Registrar; provided, however,
that, in the case of the preceding proviso, in the event two or more holders (collectively, the “subject holders”)
each owns Certificates representing the same aggregate Certificate Principal Amount of the Controlling Class that is, in each case,
larger than the aggregate Certificate Principal Amount of the Controlling Class owned by any other particular holder besides the
subject holders, then the Controlling Class Representative shall be the subject holders acting unanimously (and for the avoidance
of doubt, if both or all of the subject holders do not act unanimously in accordance with this proviso, any direction and/or consent
received will not apply and the deemed consent


 






    	-30-



    	 



    

 


provisions in this Agreement will be applicable). No Person may exercise any of
the consent or consultation rights and powers of the Controlling Class Representative with respect to an Excluded Loan.


 


The initial Controlling
Class Representative on the Closing Date shall be KKR Real Estate Finance Holdings L.P., and the Certificate Registrar and the
other parties to this Agreement shall be entitled to assume KKR Real Estate Finance Holdings L.P. or any successor Controlling
Class Representative selected thereby is the Controlling Class Representative on behalf of KKR Real Estate Finance Holdings L.P.
as Holder (or Beneficial Owner) of each Class of Control Eligible Certificates, until the Certificate Registrar receives (a) written
notice of a replacement Controlling Class Representative or (b) written notice that KKR Real Estate Finance Holdings L.P.
is no longer the Holder (or Beneficial Owner) of a majority of the applicable Control Eligible Certificates.


 


“Corporate Trust
Office”: The office of the Trustee or the Certificate Administrator, at which at any particular time its corporate trust
business shall be principally administered. At the date of this Agreement, the corporate trust office of (i) the Trustee and the
Certificate Administrator is located at 190 South LaSalle Street, 7th floor, Mail Code: MK-IL-SLC7, Chicago, Illinois 60603, Attention:
Bondholder Series – GSMS 2015-GC34, and (ii) the Certificate Administrator is located for certificate transfer purposes,
at 111 Fillmore Avenue, St. Paul, Minnesota 55107, Attention: Bondholder Series – GSMS 2015-GC34 and a custodial office at
1133 Rankin Street, Suite 100, St. Paul, Minnesota 55116, Attention: Bondholder Services – GSMS 2015-GC34, (iii) with respect
to the Custodian, the office of the Custodian located at U.S. Bank Global Trust Services, Attn: Commercial Certifications, 1133
Rankin Street, Suite 100, St. Paul, Minnesota 55116, and for all other purposes except as specifically set forth herein, 190 South
LaSalle Street, 7th floor, Chicago, Illinois 60603.


 


“Corrected Mortgage
Loan”: Any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan that had been a Specially Serviced
Loan but has ceased to be such in accordance with the definition of “Specially Serviced Loan” (other than by reason
of a Liquidation Event occurring in respect of such Mortgage Loan or Serviced Whole Loan or a related Mortgaged Property becoming
an REO Property).


 


“Corresponding
Certificates”: As identified in the Preliminary Statement with respect to any Lower-Tier Regular Interest or Component.


 


“Corresponding
Component”: As identified in the Preliminary Statement with respect to any Class of Regular Certificates, Class PEZ
Regular Interest or Lower-Tier Regular Interest.


 


“Corresponding
Lower-Tier Regular Interest”: As identified in the Preliminary Statement with respect to any Class of Regular Certificates,
Class PEZ Regular Interest or Component.


 


“CREFC®”:
CRE Finance Council, formerly known as Commercial Mortgage Securities Association, or any association or organization that is a
successor thereto. If neither such association nor any successor remains in existence, “CREFC®” shall
be deemed to refer to


 






    	-31-



    	 



    

 


such other association or organization as may exist whose principal membership consists of servicers, trustees,
certificateholders, issuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization
industry, which is the principal such association or organization in the commercial mortgage loan securitization industry and whose
principal purpose is the establishment of industry standards for reporting transaction-specific information relating to commercial
mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed properties
underlying or backing them to investors holding or owning such certificates or bonds, and any successor to such other association
or organization. If an organization or association described in one of the preceding sentences of this definition does not exist,
“CREFC®” shall be deemed to refer to such other association or organization as shall be selected by
the Master Servicer and reasonably acceptable to the Certificate Administrator, the Special Servicer and, for so long as no Control
Termination Event has occurred and is continuing, the Controlling Class Representative.


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Delinquent 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 no later than 90 days after its adoption, such other form for the presentation of such information and containing
such


 






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


 


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


 


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


 


“CREFC®
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 as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from time
to time be approved by the CREFC® for commercial mortgage securities transactions generally.


 


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


 


“CREFC®
Intellectual Property Royalty License Fee”: With respect to each Mortgage Loan (including any REO Mortgage Loan) and
for any Distribution Date, an amount accrued during the related Interest Accrual Period at the CREFC® Intellectual
Property Royalty License Fee Rate on the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution
Date in such Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest
accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan is computed and shall
be prorated for partial periods. For the avoidance of doubt, the CREFC® Intellectual Property Royalty License Fee
shall be payable from the Lower-Tier REMIC.


 


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


 


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


 






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“CREFC®
Investor Reporting Package (IRP)”: (a)  The following seven 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® Loan Setup File, (ii) CREFC® Loan Periodic Update File, (iii) CREFC®
Property File, (iv) CREFC® Bond Level File, (v) CREFC® Financial File, (vi) CREFC®
Collateral Summary File and (vii) CREFC® Special Servicer Loan File;


 


(b)          
The following eleven 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® Delinquent
Loan Status Report, (ii) CREFC® Historical Loan Modification and Corrected Mortgage Loan Report, (iii) CREFC®
REO Status Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC® Comparative
Financial Status Report, (vi) CREFC® Servicer Watch List, (vii) CREFC® Loan Level Reserve/LOC
Report, (viii) CREFC® NOI Adjustment Worksheet, (ix) CREFC® Advance Recovery Report, (x) CREFC®
Total Loan Report and (xi) CREFC® Reconciliation of Funds Report;


 


(c)          
The following eight templates (and any other templates as may be adopted and promulgated by CREFC® as part
of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Appraisal Reduction
Template, (ii) CREFC® Servicer Realized Loss Template, (iii) CREFC® Historical Bond/Collateral Realized
Loss Reconciliation Template, (iv) CREFC® Historical Liquidation Loss Template, (v) CREFC® Interest
Shortfall Reconciliation Template, (vi) CREFC® Servicer Remittance to Certificate Administrator Template, (vii)
CREFC® Significant Insurance Event Template and (viii) CREFC® Loan Modification Template; and


 


(d)          
such other reports and data files as CREFC® may designate as part of the “CREFC® Investor
Reporting Package (CREFC® IRP)” from time to time.


 


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


 


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


 


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


 


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


 






    	-34-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Servicer Remittance to Certificate Administrator Template”: A report substantially in the form of, and containing the
information called for in, the downloadable form of the “Interest Servicer Remittance to Certificate Administrator Template”
available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such


 






    	-35-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


“CREFC®
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.


 


“Cross-Over
Date”: The Distribution Date on which the Certificate Principal Amount of each Class of Sequential Pay Certificates
(other than the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates) and the Class PEZ
Certificates is (or will be) reduced to zero due to the application of Realized Losses.


 


“Custodial Agreement”:
The custodial agreement, if any, from time to time in effect between the Custodian named therein and the Certificate Administrator,
as the same may be amended or modified from time to time in accordance with the terms thereof. For avoidance of doubt, as of the
Closing Date, the Custodian is the Certificate Administrator.


 


“Custodian”:
Any Custodian appointed pursuant to Section 5.10 of this Agreement and, unless the Certificate Administrator is Custodian,
named pursuant to any Custodial Agreement. The Custodian may (but need not) be the Certificate Administrator or the Master
Servicer or any Affiliate or agent of the Certificate Administrator or the Master Servicer, but may not be the Depositor or any
Affiliate thereof.


 






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“Cut-Off Date”:
With respect to each Mortgage Loan, the Due Date in October 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan
that has its first due date in November 2015, the date that would have been its Due Date in October 2015 under the terms of
that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).


 


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


 


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


 


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


 


“Default”:
An event of default under the Mortgage Loan (or Serviced Whole Loan, if applicable) or an event which, with the passage of time
or the giving of notice, or both, would constitute an event of default under the Mortgage Loan (or Serviced Whole Loan, if applicable).


 


“Default Interest”:
With respect to any Mortgage Loan or Companion Loan, all interest (other than Excess Interest) accrued in respect of such Mortgage
Loan or Companion Loan as provided in the related Note or Mortgage as a result of a default (exclusive of late payment charges)
that is in excess of interest at the related Mortgage Loan Rate.


 


“Default Rate”:
With respect to each Mortgage Loan or Companion Loan, the per annum rate at which interest accrues on such Mortgage Loan
or Companion Loan, as the case may be, following any event of default on such Mortgage Loan or Companion Loan, as the case may
be, including a default in the payment of a Monthly Payment or a Balloon Payment.


 


“Defaulted Mortgage
Loan”: A Mortgage Loan or Serviced Whole Loan (i) that is delinquent at least sixty days in respect of its 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 or Note and without regard to any acceleration of payments under the
related Mortgage and Note or (ii) as to which the Master Servicer or Special Servicer has, by written notice to the related
Mortgagor, accelerated the maturity of the indebtedness evidenced by the related Note.


 


“Defaulted Serviced
Whole Loan”: Any Whole Loan that is a Defaulted Mortgage Loan.


 






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“Defeasance
Loan”: Those Mortgage Loans which provide the related Mortgagor with the option to defease the related Mortgaged Property.


 


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


 


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


 


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


 


“Depositor’s
17g-5 Website”: A website to be maintained (or caused to be maintained) by the Depositor in order to comply with Rule 17g-5.


 


“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.


 


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


 


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


 


(2)          
a copy of the related Loan Agreement, if any;


 


(3)          
a copy of the Mortgage;


 


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


 


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


 






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


 


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


 


(8)            
legal description of the related Mortgaged Property;


 


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


 


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


 


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


 


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


 


(13)          
the related Mortgagor tax ID;


 


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


 


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


 


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


 


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


 


“Determination
Date”: With respect to any Distribution Date, the sixth day of the calendar month of the related Distribution Date or,
if the sixth day is not a Business Day, the next Business Day, commencing in November 2015.


 


“Directly Operate”:
With respect to any REO Property, the furnishing or rendering of services to the tenants thereof that are not customarily provided
to tenants in connection with the rental of space “for occupancy only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5),
the management or operation of such REO Property, the holding of such REO Property primarily for sale to customers in the ordinary
course of a trade or business or any use of such REO Property in a trade or business conducted by the Trust Fund, or the performance
of any construction work on the REO Property (other than the completion of a building or improvement, where more than 10% of the
construction of such building or improvement was completed before default became imminent), other than through an Independent Contractor;
provided, however, that the Special Servicer, on behalf of the Trust


 






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Fund, shall not be considered to Directly Operate
an REO Property solely because the Special Servicer, on behalf of the Trust Fund, establishes rental terms, chooses tenants, enters
into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to
such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


“Disclosable
Special Servicer Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Whole Loan
or related REO Property (other than any interest in REO Property acquired with respect to any Non-Serviced Whole Loan), any compensation
and other remuneration (including, without limitation, in the form of commissions, brokerage fees and rebates) received or retained
by the Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Mortgagor,
any Manager, any guarantor or indemnitor in respect of the related Mortgage Loan or Serviced Whole Loan and any purchaser of the
related Mortgage Loan, Serviced Whole Loan or REO Property) in connection with the disposition, workout or foreclosure of such
Mortgage Loan (or Serviced Whole Loan, if applicable), the management or disposition of the related REO Property, and the performance
by the Special Servicer or any Affiliate of any other special servicing duties under this Agreement other than (1) any compensation
which is payable to the Special Servicer under this Agreement or (2) to the extent included in a CREFC® Report
for the applicable period, any Permitted Special Servicer/Affiliate Fees.


 


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


 


“Disqualified
Organization”: Any of (a) the United States, a State or any political subdivision thereof, any possession of the
United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if
all of its activities are subject to tax and, except for the Federal Home Loan Mortgage Corporation, 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 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), (d) rural electric and telephone cooperatives described in Code Section 1381(a)(2)
or (e) 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 be subject to tax or to fail to qualify as a REMIC for federal income tax
purposes at any time that the Certificates are outstanding. For purposes of this definition, the terms “United States,”
“State” and “International Organization” shall have the meanings set forth in Code Section 7701 or
successor provisions.


 






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“Distribution
Account”: The Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account and the Exchangeable Distribution Account, each of which may be subaccounts of a single Eligible Account.


 


“Distribution
Date”: The fourth Business Day following the Determination Date in each month, commencing November 2015. The first Distribution
Date shall be November 13, 2015.


 


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


 


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


 


“DoubleTree
Hotel Universal Co-Lender Agreement”: With respect to the DoubleTree Hotel Universal Whole Loan, the related co-lender
agreement, dated as of October 1, 2015, by and between the holder of the DoubleTree Hotel Universal Mortgage Loan and the
DoubleTree Hotel Universal Companion Loan Holder, relating to the relative rights of the holder of the DoubleTree Hotel Universal
Mortgage Loan and the DoubleTree Hotel Universal Companion Loan Holder, as the same may be amended from time to time in accordance
with the terms thereof.


 


“DoubleTree
Hotel Universal Companion Loan”: With respect to the DoubleTree Hotel Universal Whole Loan, the related promissory note
made by the related Mortgagor and secured by the DoubleTree Hotel Universal Mortgage and designated as promissory note A-2, which
is not included in the Trust and is pari passu in right of payment with the DoubleTree Hotel Universal Mortgage Loan to
the extent set forth in the related Loan Documents and as provided in the DoubleTree Hotel Universal Co-Lender Agreement.


 


“DoubleTree
Hotel Universal Companion Loan Holder”: The holder of the DoubleTree Hotel Universal Companion Loan.


 


“DoubleTree
Hotel Universal Mortgage”: The Mortgage securing the DoubleTree Hotel – Universal Mortgage Loan and the DoubleTree
Hotel Universal Companion Loan.


 


“DoubleTree
Hotel Universal Mortgage Loan”: With respect to the DoubleTree Hotel Universal Whole Loan, the Mortgage Loan included
in the Trust and identified on the Mortgage Loan Schedule as DoubleTree Hotel Universal, which is designated as promissory note
A-1 and is pari passu in right of payment with the DoubleTree Hotel Universal Companion Loan to the extent set forth in
the related Loan Documents and as provided in the DoubleTree Hotel Universal Co-Lender Agreement.


 


“DoubleTree
Hotel Universal Whole Loan”: The DoubleTree Hotel Universal Mortgage Loan, together with the DoubleTree Hotel Universal
Companion Loan, each of which is secured by the DoubleTree Hotel Universal Mortgage. References herein to the DoubleTree Hotel
Universal Whole Loan shall be construed to refer to the aggregate indebtedness secured under the DoubleTree Hotel Universal Mortgage.


 






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“Due Date”:
With respect to (i) any Mortgage Loan or Companion Loan on or prior to its Maturity Date, the day of the month set forth in
the related Note on which each Monthly Payment thereon is scheduled to be first due, (ii) any Mortgage Loan or Companion Loan
after the Maturity Date therefor, the day of the month set forth in the related Note on which each Monthly Payment on such Mortgage
Loan or Companion Loan, as the case may be, had been scheduled to be first due, and (iii) any REO Mortgage Loan or REO Companion
Loan, the day of the month set forth in the related Note on which each Monthly Payment on the related Mortgage Loan or Companion
Loan, as the case may be, had been scheduled to be first due.


 


“Early Termination
Notice Date”: Any date as of which the aggregate Stated Principal Balance of the Mortgage Loans (including REO Mortgage
Loans) is less than 1.0% of the sum of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date.


 


“EDGAR”:
The Commission’s Electronic Data Gathering and Retrieval System.


 


“EDGAR-Compatible
Format”: means any format compatible with EDGAR, including HTML, Word, Excel or clean, searchable PDFs.


 


“Eligible Account”:
Any of (i) a segregated account or accounts maintained with a federal or state chartered depository institution or trust company
(including the Trustee and the Certificate Administrator), the long-term unsecured debt obligations (or short-term unsecured debt
obligations if the account holds funds for less than 30 days) or commercial paper of which are rated at least “A2”
by Moody’s (or, if applicable, the short term rating is at least “P-1” by Moody’s) and “AA-”
by Fitch (or “A” by Fitch so long as the short-term deposit or short-term unsecured debt obligations of such depository
institution or trust company are rated no less than “F1” by Fitch), (ii) an account or accounts maintained with
U.S. Bank National Association, PNC Bank, National Association or Wells Fargo Bank, National Association so long as U.S. Bank National
Association’s, PNC Bank, National Association’s or Wells Fargo Bank, National Association’s, as applicable, long-term
unsecured debt rating or deposit account rating shall be at least “A2” by Moody’s and “A” by Fitch
(if the deposits are to be held in the account for more than 30 days) or U.S. Bank National Association’s, PNC Bank,
National Association’s or Wells Fargo Bank, National Association’s, as applicable, short-term deposit account or short-term
unsecured debt rating shall be at least “P-1” by Moody’s and “F1” by Fitch (if the deposits are to
be held in the account for 30 days or less), (iii) a segregated trust account or accounts maintained with the corporate
trust department of a federal or state chartered depository institution or trust company that, in either case, has corporate trust
powers, acting in its fiduciary capacity, the long-term unsecured debt obligations of such institution or trust company are rated
at least “A2” by Moody’s and “A” by Fitch, is (in the case of a state chartered depository institution
or trust company) subject to regulations substantially similar to 12 C.F.R. §9.10(b), and is subject to supervision or examination
by federal and state authority, (iv) such other account or accounts that, but for the failure to satisfy one or more of the
minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) - (iii) 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, or (v) such other account or accounts not listed in clauses (i) -
(iii) above with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency. Eligible Accounts


 






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may bear interest. No Eligible Account shall be evidenced
by a certificate of deposit, passbook or other similar instrument.


 


“Eligible
Operating Advisor”: An institution (i) that is the special servicer or operating advisor on a transaction rated
by any of Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS and that has not been a special servicer or operating advisor
on a transaction for which Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS has qualified, downgraded or withdrawn
its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special
servicer or operating advisor as the sole or material factor in such rating action, (ii) that can and will make the representations
and warranties set forth in Section 2.09(a) of this Agreement, (iii) that is not the Special Servicer, the Controlling
Class Representative, or an Affiliate of the Special Servicer or the Controlling Class Representative and (iv) that has not
been paid any fees, compensation or other remuneration by the Special Servicer or successor special servicer (x) in respect
of its obligations under this Agreement or (y) for the appointment or recommendation for replacement of a successor special
servicer to become the Special Servicer.


 


“Environmental
Report”: The environmental audit report or reports with respect to each Mortgaged Property delivered to the related
Mortgage Loan Seller in connection with the origination or acquisition of the related Mortgage Loan.


 


“ERISA”:
The Employee Retirement Income Security Act of 1974, as it may be amended from time to time.


 


“ERISA
Restricted Certificate”: Any Class E, Class F or Class G Certificate; provided that any such Certificate:
(a) will cease to be considered an ERISA Restricted Certificate and (b) will cease to be subject to the transfer restrictions
with respect to ERISA Restricted Certificates contained in Section 5.03(m) of this Agreement if, as of the date of
a proposed transfer of such Certificate, either (i) it is rated in one of the four highest generic ratings categories by
a Rating Agency authorized by the U.S. Department of Labor or (ii) relevant provisions of ERISA would permit the transfer
of such Certificate to a Plan.


 


“Escrow
Account”: As defined in Section 3.04(b) of this Agreement.


 


“Escrow
Payment”: Any payment made by any Mortgagor to the Master Servicer pursuant to the related Mortgage, Lock-Box Agreement
or Loan Agreement for the account of such Mortgagor for application toward the payment of taxes, insurance premiums, assessments,
ground rents, mandated improvements and similar items in respect of the related Mortgaged Property.


 


“Euroclear”:
Euroclear Bank, as operator of the Euroclear System, and its successors in interest.


 


“Excess
Interest”: With respect to each ARD Loan, additional interest accrued on such Mortgage Loan after the Anticipated Repayment
Date allocable to the difference between the Revised Rate and the Mortgage Loan Rate, plus any compound interest thereon, to the
extent permitted by applicable law and the related Loan Documents. The Excess Interest shall not be


 






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an
asset of the Lower-Tier REMIC or the Upper-Tier REMIC, but rather shall be an asset of the Grantor Trust.


 


“Excess
Interest Distribution Account”: The trust account or subaccount created and maintained by the Certificate Administrator
pursuant to Section 3.05(e) of this Agreement in trust for the Holders of the Class S Certificates, which (subject to
any changes in the identities of the Certificate Administrator and/or the Trustee) shall be entitled “U.S. Bank National
Association, as Certificate Administrator, for the benefit of U.S. Bank National Association, as Trustee, and the registered Holders
of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34 – Excess
Interest Distribution Account”. Any such account shall be an Eligible Account. The Excess Interest Distribution Account
shall be held solely for the benefit of the Holders of the Class S Certificates. The Excess Interest Distribution Account
shall not be an asset of the Lower-Tier REMIC or the Upper-Tier REMIC, but rather shall be an asset of the Grantor Trust.


 


“Excess
Liquidation Proceeds”: With respect to any Mortgage Loan, the excess of (i) Liquidation Proceeds of that Mortgage
Loan or related REO Property (net of any related Liquidation Expenses and any amounts payable to a related Companion Loan Holder
pursuant to the Co-Lender Agreement), over (ii) the amount that would have been received if a Principal Payment in full had
been made, and all other outstanding amounts had been paid, with respect to such Mortgage Loan on the Due Date immediately following
the date on which such proceeds were received. With respect to each Non-Serviced Whole Loan, Excess Liquidation Proceeds shall
mean each Non-Serviced Mortgage Loan’s pro rata share of any “Excess Liquidation Proceeds” determined
in accordance with the applicable Other Pooling and Servicing Agreement that are received by the Trust.


 


“Excess
Liquidation Proceeds Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator
pursuant to Section 3.05(c) of this Agreement for the benefit of the Certificateholders, which (subject to any changes
in the identity of the Trustee or the Certificate Administrator) shall be entitled “U.S. Bank National Association, as Certificate
Administrator, on behalf of U.S. Bank National Association, as Trustee, for the benefit of the registered Holders of GS Mortgage
Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34, Excess Liquidation Proceeds
Reserve Account.” Any such account shall be an Eligible Account.


 


“Excess
Modification Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan,
if applicable, the sum of (A) the excess of (i) any and all Modification Fees with respect to any modification, waiver, extension
or amendment of any of the terms of the related Mortgage Loan (or Serviced Whole Loan, if applicable), over (ii) all unpaid or
unreimbursed Advances and Additional Trust Fund Expenses (other than (1) Special Servicing Fees, Workout Fees and Liquidation
Fees and (2) Borrower Delayed Reimbursements) outstanding or previously incurred with respect to the related Mortgage Loan (or
Serviced Whole Loan, if applicable) and reimbursed from such Modification Fees (which such Additional Trust Fund Expenses shall
be reimbursed from such Modification Fees) and (B) expenses previously paid or reimbursed from Modification Fees as described
in the preceding clause (A), which expenses have been recovered from the related Mortgagor as Penalty Charges, specific reimbursements
or otherwise. All Excess Modification Fees earned by


 






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


 


“Excess
Penalty Charges”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan,
if applicable, and any Collection Period, the sum of (A) the excess of (i) any and all Penalty Charges collected in
respect of such Mortgage Loan (or Serviced Whole Loan, if applicable) during such Collection Period, over (ii) all unpaid
or unreimbursed Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding
or previously incurred on behalf of the Trust (and, if applicable, the related Serviced Companion Loan Holder(s)) with respect
to such Mortgage Loan (or Serviced Whole Loan, if applicable) and reimbursed from such Penalty Charges (which such Additional
Trust Fund Expenses shall be reimbursed from such Penalty Charges) in accordance with Section 3.14 of this Agreement
and (B) expenses previously paid or reimbursed from Penalty Charges as described in the preceding clause (A), which
expenses have been recovered from the related Mortgagor or otherwise.


 


“Excess
Prepayment Interest Shortfall”: With respect to any Distribution Date, the aggregate amount, if any, by which the Prepayment
Interest Shortfalls with respect to all Principal Prepayments received with respect to the Mortgage Loans and Companion Loans
during the related Prepayment Period exceed the Compensating Interest Payment.


 


“Excess
Servicing Fees”: With respect to each Mortgage Loan (and any successor REO Mortgage Loan with respect thereto), that
portion of the Servicing Fee that accrues at a per annum rate equal to the Excess Servicing Fee Rate.


 


“Excess
Servicing Fee Rate”: With respect to each Mortgage Loan (and any successor REO Mortgage Loan with respect thereto),
a rate per annum equal to the Master


 






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Servicer’s
interest in the Servicing Fee Rate (minus the applicable fee rate, if any, set forth under the column labeled “Subservicing
Fee Rate (%)” on the Mortgage Loan Schedule) minus 0.0025%; provided that such rate shall be subject to reduction
at any time following any resignation of the Master Servicer pursuant to Section 6.04 of this Agreement (if no successor
is appointed in accordance with Section 6.04 of this Agreement) or any termination of the Master Servicer pursuant
to Section 7.01 of this Agreement, to the extent reasonably necessary (in the sole discretion of the Trustee) for
the Trustee to appoint a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements
of Section 7.02 of this Agreement.


 


“Excess
Servicing Fee Right”: With respect to each Mortgage Loan (and any successor REO Mortgage Loan with respect thereto),
the right to receive Excess Servicing Fees. In the absence of any transfer of the Excess Servicing Fee Right, the Master Servicer
shall be the owner of such Excess Servicing Fee Right.


 


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


 


“Exchange
Date”: As defined in Section 5.12(g) of this Agreement.


 


“Exchangeable
Certificate”: Any of the Class A-S, Class B, Class PEZ or Class C Certificates.


 


“Exchangeable
Distribution Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant
to Section 3.05(d) of this Agreement for the benefit of the Holders of the Exchangeable Certificates, which (subject to
any changes in the identity of the Trustee or the Certificate Administrator) shall be entitled “U.S. Bank National Association,
as Certificate Administrator, on behalf of U.S. Bank National Association, as Trustee, for the registered Holders of GS Mortgage
Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34, Exchangeable Distribution Account.”
Any such account shall be an Eligible Account. The Exchangeable Distribution Account shall not be an asset of any Trust REMIC
formed hereunder, but rather shall be an asset of the Grantor Trust.


 


“Exchangeable
Proportion”: Class A-S, Class B and Class C Certificates that evidence equal Tranche Percentage Interests
in the related Class PEZ Regular Interests.


 


“Excluded
Controlling Class Holder”: With respect to any Excluded Controlling Class Loan, the Controlling Class Representative
or any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling
Class Loan. Immediately upon obtaining actual knowledge of any such party becoming an “Excluded Controlling Class Holder”,
the Controlling Class Certificateholder or Controlling Class Representative, as the case may be, shall provide notice in the form
of Exhibit M-1D hereto to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate
Administrator, which such notice shall be physically delivered in accordance with Section 11.04 of this Agreement and shall
specifically identify the Excluded Controlling Class Holder and the subject Excluded Controlling Class Loan.


 






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“Excluded
Controlling Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the
Controlling Class Representative or any Controlling Class Certificateholder, as applicable, is a Borrower Party. For the avoidance
of doubt, if a Mortgage Loan or a Whole Loan is not an Excluded Controlling Class Loan, such Mortgage Loan or Whole Loan also
is not an Excluded Loan.


 


“Excluded
Information”: With respect to any Excluded Controlling Class Loan, any information and reports solely relating to such
Mortgage Loan(s) and/or the related Mortgaged Properties, including, without limitation, any Asset Status Reports, Final Asset
Status Reports or summaries thereof, or any Appraisals, inspection reports (related to Specially Serviced Loans conducted by the
Special Servicer or the Excluded Special Servicer, as applicable), any Officer’s Certificates delivered by the Master Servicer,
the Special Servicer (or the Excluded Special Servicer, as applicable) or the Trustee pursuant to Section 3.20(d)
or Section 4.06(b) supporting a non-recoverability determination, the Operating Advisor Annual Reports, any determination
of the Special Servicer’s or the Excluded Special Servicer’s, as applicable, net present value calculation, any Appraisal
Reduction Amount calculations, environmental assessments, seismic reports and property condition reports and such other information
and reports designated as Excluded Information (other than such information with respect to such Excluded Controlling Class Loan(s)
that is aggregated with information of other Mortgage Loans at a pool level) by the Master Servicer, the Special Servicer or the
Excluded Special Servicer, as applicable, or the Operating Advisor, as the case may be. For the avoidance of doubt, any file or
report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan
File relating to any Excluded Controlling Class Loan) shall not be considered “Excluded Information”.


 


“Excluded
Loan”: A Mortgage Loan or Serviced Whole Loan with respect to which, as of any date of determination, the Controlling
Class Representative or the holders of more than 50% of the Controlling Class (by Certificate Principal Amount) is (are) a Borrower
Party. For the avoidance of doubt, any Excluded Loan is also an Excluded Controlling Class Loan.


 


“Excluded
Special Servicer”: With respect to any Excluded Special Servicer Loan, a Special Servicer that is not a Borrower Party
and satisfies all of the eligibility requirements applicable to the Special Servicer set forth in this Agreement.


 


“Excluded
Special Servicer Information”: With respect to any Excluded Special Servicer Loan, any information and reports solely
relating to such Excluded Special Servicer Loan(s) and/or the related Mortgaged Properties, including, without limitation, any
Asset Status Reports, Final Asset Status Reports or summaries thereof, or any Appraisals, inspection reports (related to Specially
Serviced Loans conducted by the Special Servicer or the Excluded Special Servicer, as applicable), any Officer’s Certificates
delivered by the Master Servicer, the Special Servicer (or the Excluded Special Servicer, as applicable) or the Trustee pursuant
to Section 3.20(d) or Section 4.06(b) supporting a non-recoverability determination, the Operating Advisor
Annual Reports (provided that the Special Servicer or the Excluded Special Servicer, as applicable, shall be entitled to access
and view any Operating Advisor Annual Report relating to itself, even if such report also includes information about any Excluded
Special Servicer Loan), any determination of the Special Servicer’s or the Excluded Special Servicer’s, as applicable,
net


 






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present
value calculation, any Appraisal Reduction Amount calculations, environmental assessments, seismic reports and property condition
reports and such other information and reports designated as Excluded Special Servicer Information (other than such information
with respect to such Excluded Special Servicer Loan(s) that is aggregated with information of other Mortgage Loans at a pool level)
by the Master Servicer, the Special Servicer or the Excluded Special Servicer, as applicable, or the Operating Advisor, as the
case may be. For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC®
IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded Special Servicer Loan) shall not be considered
“Excluded Special Servicer Information”.


 


“Excluded
Special Servicer Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the
related Special Servicer has obtained knowledge that it has become a Borrower Party.


 


“FATCA
Investor Information”: With respect to any Holder, information sufficient to eliminate the imposition of, or determine
the amount of, FATCA Withholding Tax.


 


“FATCA
Provisions”: Sections 1471 through 1474 of the Code (or any amended or successor version) and any current or future
regulations or official interpretations thereof.


 


“FATCA
Withholding Tax”: Any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or
otherwise imposed pursuant to the FATCA Provisions.


 


“FDIC”:
The Federal Deposit Insurance Corporation, and its successors in interest.


 


“Final
Asset Status Report”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such
other data or supporting information provided by the Special Servicer to the Operating Advisor, the Controlling Class Representative,
or any related Companion Loan Holder (or its Companion Loan Holder Representative), in each case, which does not include any communication
(other than the related Asset Status Report) between the Special Servicer and the Controlling Class Representative and/or any
related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), with respect to such Specially Serviced
Loan; provided that no Asset Status Report shall be considered to be a Final Asset Status Report unless, prior to the occurrence
and continuance of a Control Termination Event, the Controlling Class Representative (other than with respect to the Hyatt Place
Texas Portfolio Whole Loan) or the Hyatt Place Texas Portfolio Companion Loan Holder (with respect to the Hyatt Place Texas Portfolio
Whole Loan) 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 and consent pursuant to this Agreement or has been deemed to have approved or consented to such
action or unless the Asset Status Report is otherwise implemented by the Special Servicer in accordance with this Agreement.


 


“Final
Recovery Determination”: With respect to any defaulted Mortgage Loan or Serviced Whole Loan that is a Specially Serviced
Loan or REO Mortgage Loan, as the case may be, a determination that there has been a receipt of all of the Insurance Proceeds,


 






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Condemnation
Proceeds, Liquidation Proceeds, REO Proceeds and other payments and recoveries that the Special Servicer, or the applicable Other
Special Servicer with respect to each Non-Serviced Mortgage Loan that is a “Specially Serviced Loan” (as such term
or any analogous term is defined in the applicable Other Pooling and Servicing Agreement) or any related REO Property, has determined
in accordance with the Servicing Standard would ultimately be recoverable; provided that with respect to each Non-Serviced Mortgage
Loan, the Final Recovery Determination shall be made by the applicable Other Special Servicer in accordance with the applicable
Other Pooling and Servicing Agreement.


 


“FIRREA”:
The Financial Institutions Reform, Recovery and Enforcement Act, as it may be amended from time to time.


 


“Fitch”:
Fitch Ratings, Inc. or 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 Trustee, the Certificate Administrator, the Master Servicer and
the Special Servicers and specific ratings of Fitch herein referenced shall be deemed to refer to the equivalent ratings (as reasonably
determined by the Depositor) of the party so designated.


 


“Five
Mile”: MC-Five Mile Commercial Mortgage Finance LLC, a Delaware limited liability company, and its successors in interest.


 


“Five
Mile Loan Purchase Agreement”: The Mortgage Loan Purchase Agreement, dated as of October 1, 2015, by and between Five
Mile and the Depositor.


 


“Form 8-K
Disclosure Information”: As defined in Section 10.06 of this Agreement.


 


“Global
Certificates”: Any Certificate registered in the name of the Depository or its nominee.


 


“Grantor
Trust”: A segregated asset pool within the Trust Fund, which at all times shall be treated as a “grantor trust”
under the Grantor Trust Provisions, consisting of (i) the Class S Specific Grantor Trust Assets, beneficial ownership of
which is represented by the Class S Certificates and (ii) the Class A-S Specific Grantor Trust Assets, the Class B Specific
Grantor Trust Assets, the Class C Specific Grantor Trust Assets and the Class PEZ Specific Grantor Trust Assets, beneficial
ownership of which is represented by the Exchangeable Certificates, as further described in this Agreement.


 


“Grantor
Trust Provisions”: Subpart E of part I of subchapter J of the Code and Treasury Regulations Section 301.7701-4(c).


 


“Ground
Lease”: The ground lease pursuant to which any Mortgagor holds a leasehold interest in the related Mortgaged Property.


 


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


 






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“GSMC
Loan Purchase Agreement”: The Mortgage Loan Purchase Agreement, dated as of October 1, 2015, by and between GSMC and
the Depositor.


 


“Hammons
Hotel Portfolio Co-Lender Agreement”: With respect to the Hammons Hotel Portfolio Whole Loan, the related co-lender
agreement, dated as of September 1, 2015, by and between the holder of the Hammons Hotel Portfolio Mortgage Loan and the
Hammons Hotel Portfolio Companion Loan Holders, relating to the relative rights of the holder of the Hammons Hotel Portfolio Mortgage
Loan and the Hammons Hotel Portfolio Companion Loan Holders, as the same may be amended from time to time in accordance with the
terms thereof.


 


“Hammons
Hotel Portfolio Companion Loan”: With respect to the Hammons Hotel Portfolio Whole Loan, each of the related promissory
notes made by the related Mortgagor and secured by the Hammons Hotel Portfolio Mortgage and designated as promissory notes A-1,
A-3 and A-4, respectively, which are not included in the Trust and are pari passu in right of payment with the Hammons
Hotel Portfolio Mortgage Loan to the extent set forth in the related Loan Documents and as provided in the Hammons Hotel Portfolio
Co-Lender Agreement.


 


“Hammons
Hotel Portfolio Companion Loan Holder”: The holder of any Hammons Hotel Portfolio Companion Loan.


 


“Hammons
Hotel Portfolio Mortgage”: The Mortgage securing the Hammons Hotel Portfolio Mortgage Loan and the Hammons Hotel Portfolio
Companion Loans.


 


“Hammons
Hotel Portfolio Mortgage Loan”: With respect to the Hammons Hotel Portfolio Whole Loan, the Mortgage Loan included in
the Trust and identified on the Mortgage Loan Schedule as Hammons Hotel Portfolio, which is designated as promissory note A-2
and is pari passu in right of payment with the Hammons Hotel Portfolio Companion Loans to the extent set forth in the related
Loan Documents and as provided in the Hammons Hotel Portfolio Co-Lender Agreement.


 


“Hammons
Hotel Portfolio Pooling and Servicing Agreement”: The Other Pooling and Servicing Agreement, dated as of September 1,
2015, among Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer,
LNR Partners, LLC, as special servicer, Deutsche Bank Trust Company Americas, as trustee, Citibank, N.A., as certificate administrator
and Situs Holdings, LLC, as operating advisor, governing the creation of the Hammons Hotel Portfolio Securitization Trust and
the issuance of securities backed by the assets of such Hammons Hotel Portfolio Securitization Trust.


 


“Hammons
Hotel Portfolio Securitization Trust”: The Citigroup Commercial Mortgage Trust 2015-GC33, which holds the Hammons Hotel
Portfolio Companion Loan designated as promissory note A-1.


 


“Hammons
Hotel Portfolio Whole Loan”: The Hammons Hotel Portfolio Mortgage Loan, together with the Hammons Hotel Portfolio Companion
Loans, each of which is secured by the Hammons Hotel Portfolio Mortgage. References herein to the Hammons Hotel


 






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Portfolio
Whole Loan shall be construed to refer to the aggregate indebtedness secured under the Hammons Hotel Portfolio Mortgage.


 


“Hazardous
Materials”: Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without limitation,
those so identified pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601
et seq., or any other environmental laws now or hereafter existing, and specifically including, without limitation, asbestos
and asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea formaldehyde and
any substances classified as being “in inventory,” “usable work in process” or similar classification
which would, if classified as unusable, be included in the foregoing definition.


 


“Holder”:
With respect to any Certificate, a Certificateholder, and with respect to any Lower-Tier Regular Interest or Class PEZ Regular
Interest, the Trustee for the benefit of the Certificateholders.


 


“Hyatt
Place Texas Portfolio Co-Lender Agreement”: With respect to the Hyatt Place Texas Portfolio Whole Loan, the related
co-lender agreement, dated as of [September 14], 2015, by and between the holder of the Hyatt Place Texas Portfolio Mortgage Loan
and the Hyatt Place Texas Portfolio Companion Loan Holder, relating to the relative rights of the holder of the Hyatt Place Texas
Portfolio Mortgage Loan and the Hyatt Place Texas Portfolio Companion Loan Holder, as the same may be amended from time to time
in accordance with the terms thereof.


 


“Hyatt
Place Texas Portfolio Companion Loan”: With respect to the Hyatt Place Texas Portfolio Whole Loan, the related promissory
note made by the related Mortgagor and secured by the Hyatt Place Texas Portfolio Mortgage and designated as promissory note A-1,
which is not included in the Trust and is pari passu in right of payment with the Hyatt Place Texas Portfolio Mortgage
Loan to the extent set forth in the related Loan Documents and as provided in the Hyatt Place Texas Portfolio Co-Lender Agreement.


 


“Hyatt
Place Texas Portfolio Companion Loan Holder”: The holder of the Hyatt Place Texas Portfolio Companion Loan.


 


“Hyatt
Place Texas Portfolio Companion Loan Securitization Date”: With respect to the Hyatt Place Texas Portfolio Whole Loan,
the first date on which any portion of the promissory note A-1 is included in a securitization trust, provided that such Hyatt
Place Texas Portfolio Companion Loan Holder provides each of the Master Servicer, the Special Servicer, the Certificate Administrator
and the Trustee (in each case only to the extent such party will not also be a party to the related Other Securitization Trust)
with notice in accordance with the terms of the related Co-Lender Agreement that the promissory note A-1 is to be included in
such Other Securitization Trust, which notice shall include contact information for the related Other Servicer, the Other Special
Servicer and the Other Trustee.


 


“Hyatt
Place Texas Portfolio Mortgage”: The Mortgage securing the Hyatt Place Texas Portfolio Mortgage Loan and the Hyatt Place
Texas Portfolio Companion Loan.


 






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“Hyatt
Place Texas Portfolio Mortgage Loan”: With respect to the Hyatt Place Texas Portfolio Whole Loan, the Mortgage Loan
included in the Trust and identified on the Mortgage Loan Schedule as Hyatt Place Texas Portfolio, which is designated as promissory
note A-2 and is pari passu in right of payment with the Hyatt Place Texas Portfolio Companion Loan to the extent set forth
in the related Loan Documents and as provided in the Hyatt Place Texas Portfolio Co-Lender Agreement.


 


“Hyatt
Place Texas Portfolio Pooling and Servicing Agreement”: The Other Pooling and Servicing Agreement, dated as of October
1, 2015, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as
master servicer, LNR Partners, LLC, as special servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank,
National Association, as certificate administrator and Pentalpha Surveillance LLC, as senior trust advisor, governing the creation
of the Hyatt Place Texas Portfolio Securitization Trust and the issuance of securities backed by the assets of such Hyatt Place
Texas Portfolio Securitization Trust.


 


“Hyatt
Place Texas Portfolio Securitization Trust”: The JPMBB Commercial Mortgage Securities Trust 2015-C32, which holds the
Hyatt Place Texas Portfolio Pari Passu Companion Loan designated as promissory note A-1.


 


“Hyatt
Place Texas Portfolio Whole Loan”: The Hyatt Place Texas Portfolio Mortgage Loan, together with the Hyatt Place Texas
Portfolio Companion Loan, each of which is secured by the Hyatt Place Texas Portfolio Mortgage. References herein to the Hyatt
Place Texas Portfolio Whole Loan shall be construed to refer to the aggregate indebtedness secured under the Hyatt Place Texas
Portfolio Mortgage.


 


“Illinois
Center Co-Lender Agreement”: With respect to the Illinois Center Whole Loan, the related co-lender agreement, dated
as of September 1, 2015, by and between the holder of the Illinois Center Mortgage Loan and the Illinois Center Companion
Loan Holders, relating to the relative rights of the holder of the Illinois Center Mortgage Loan and the Illinois Center Companion
Loan Holders, as the same may be amended from time to time in accordance with the terms thereof.


 


“Illinois
Center Companion Loan”: With respect to the Illinois Center Whole Loan, each of the related promissory notes made by
the related Mortgagor and secured by the Illinois Center Mortgage and designated as promissory note A-1 and A-3, respectively,
which are not included in the Trust and are pari passu in right of payment with the Illinois Center Mortgage Loan to the
extent set forth in the related Loan Documents and as provided in the Illinois Center Co-Lender Agreement.


 


“Illinois
Center Companion Loan Holder”: The holder of any Illinois Center Companion Loan.


 


“Illinois
Center Mortgage”: The Mortgage securing the Illinois Center Mortgage Loan and the Illinois Center Companion Loans.


 


“Illinois
Center Mortgage Loan”: With respect to the Illinois Center Whole Loan, the Mortgage Loan included in the Trust and identified
on the Mortgage Loan Schedule as


 






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Illinois
Center, which is designated as promissory note A-2 and is pari passu in right of payment with the Illinois Center Companion
Loans to the extent set forth in the related Loan Documents and as provided in the Illinois Center Co-Lender Agreement.


 


“Illinois
Center Pooling and Servicing Agreement”: The Other Pooling and Servicing Agreement, dated as of September 1, 2015, among
Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners,
LLC, as special servicer, Deutsche Bank Trust Company Americas, as trustee, Citibank, N.A., as certificate administrator and Situs
Holdings, LLC, as operating advisor, governing the creation of the Illinois Center Securitization Trust and the issuance of securities
backed by the assets of such Illinois Center Securitization Trust.


 


“Illinois
Center Securitization Trust”: The Citigroup Commercial Mortgage Trust 2015-GC33, which holds the Illinois Center Companion
Loan designated as promissory note A-1.


 


“Illinois
Center Whole Loan”: The Illinois Center Mortgage Loan, together with the Illinois Center Companion Loans, each of which
is secured by the Illinois Center Mortgage. References herein to the Illinois Center Whole Loan shall be construed to refer to
the aggregate indebtedness secured under the Illinois Center Mortgage.


 


“Indemnified
Party”: As defined in Section 8.05(c) or Section 11.13(d), as applicable, of this Agreement,
as the context requires.


 


“Indemnifying
Party”: As defined in Section 8.05(c) or Section 11.13(d), as applicable, of this Agreement,
as the context requires.


 


“Independent”:
When used with respect to any specified Person, any such Person who (i) does not have any direct financial interest, or any
material indirect financial interest, in any of a Mortgage Loan Seller, the Depositor, the Trustee, the Operating Advisor, the
Certificate Administrator, the Master Servicer, the Special Servicer, the Controlling Class Representative, any Mortgagor, any
Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative) or any Affiliate thereof, and (ii) is
not connected with any such Person as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing
similar functions; provided, however, that a Person shall not fail to be Independent of the Mortgage Loan Sellers,
the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Controlling Class Representative, the Operating Advisor,
the Certificate Administrator, any Mortgagor, any Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative)
or any Affiliate thereof merely because such Person is (A) compensated for services by, or (B) the beneficial owner
of 1% or less of any class of securities issued by, the Depositor, the Mortgage Loan Sellers, the Trustee, the Master Servicer,
the Special Servicer, the Controlling Class Representative, the Operating Advisor, the Certificate Administrator, any Mortgagor,
the Companion Loan Holder or any Affiliate thereof, as the case may be, provided that such ownership constitutes less than
1% of the total assets owned by such Person.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the applicable
Trust REMIC within the meaning of Code


 






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Section 856(d)(3) if
such Trust REMIC were a real estate investment trust (except that the ownership tests set forth in that section shall be considered
to be met by any Person that owns, directly or indirectly, 35% or more of any Class or 35% or more of the aggregate value
of all Classes of Certificates), provided that such Trust REMIC does not receive or derive any income from such Person
and the relationship between such Person and the Trust REMIC is at arm’s length, all within the meaning of Treasury Regulations
Section 1.856-4(b)(5) (except neither the Master Servicer nor the Special Servicer shall be considered to be an Independent
Contractor under the definition in this clause (i) unless an Opinion of Counsel (at the expense of the party seeking
to be deemed an Independent Contractor) addressed to the Master Servicer, the Trustee and the Certificate Administrator has
been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other Person (including
the Master Servicer and the Special Servicer) if the Master Servicer, on behalf of itself, the Trustee and the Certificate
Administrator has received an Opinion of Counsel (at the expense of the party seeking to be deemed an Independent Contractor)
to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified,
that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property to cease to qualify
as “foreclosure property” within the meaning of Code Section 860G(a)(8) (determined without regard to the exception
applicable for purposes of Code Section 860D(a)) or cause any income realized in respect of such REO Property to fail
to qualify as Rents from Real Property (provided that such income would otherwise so qualify).


 


“Initial
Purchasers”: Goldman, Sachs & Co., Citigroup Global Markets Inc., Cantor Fitzgerald & Co., Drexel Hamilton,
LLC and Wells Fargo Securities, LLC.


 


“Inquiries”:
As defined in Section 4.02(a) of this Agreement.


 


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


 


“Insurance
Proceeds”: Proceeds of any fire and hazard insurance policy, title policy or other insurance policy relating to a Mortgage
Loan (including any amounts paid by the Master Servicer pursuant to Section 3.07 of this Agreement). In the case of
any Non-Serviced Mortgage Loan, “Insurance Proceeds” means any portion of such proceeds received by the Trust Fund
in connection with the related Non-Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.


 


“Interest
Accrual Amount”: With respect to any Distribution Date and any Class of Regular Certificates (other than the Class X
Certificates) and any Class PEZ Regular Interest, an amount equal to interest for the related Interest Accrual Period accrued
at the Pass-Through Rate for such Class or Class PEZ Regular Interest on the related Certificate Principal Amount outstanding
immediately prior to such Distribution Date. With respect to any Distribution Date and a Class of the Class X Certificates,
an amount equal to the sum of the Accrued Component Interest for the related Interest Accrual Period for all of the respective
Components for such Class for such Interest Accrual Period. Calculations of interest due in


 






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respect
of the Regular Certificates and the Class PEZ Regular Interests shall be made on the basis of a 360-day year consisting of
twelve 30-day months.


 


“Interest
Accrual Period”: With respect to any Distribution Date and any Class of Regular Certificates and any Class PEZ
Regular Interest, the calendar month preceding the month in which such Distribution Date occurs. Each Interest Accrual Period
with respect to each Class of Regular Certificates and the Class PEZ Regular Interests is assumed to consist of 30 days.


 


“Interest
Distribution Amount”: With respect to any Distribution Date and with respect to each Class of Regular Certificates
and each Class PEZ Regular Interest, an amount equal to (A) the sum of (i) the Interest Accrual Amount with respect
to such Class or Class PEZ Regular Interest for such Distribution Date and (ii) the Interest Shortfall, if any,
with respect to such Class or Class PEZ Regular Interest for such Distribution Date, less (B) any Excess Prepayment
Interest Shortfall allocated to such Class or Class PEZ Regular Interest on such Distribution Date pursuant to Section 4.01(j).


 


“Interest
Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to
Section 3.23 of this Agreement, which (subject to any changes in the identity of the Trustee or the Certificate Administrator)
shall be entitled “U.S. Bank National Association, as Certificate Administrator, on behalf of U.S. Bank National Association,
as Trustee, for the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates,
Series 2015-GC34, Interest Reserve Account” and which shall be an Eligible Account.


 


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


 


“Interested
Person”: As of any date of determination, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Trustee, the Certificate Administrator, the Controlling Class Representative, any Mortgage Loan Seller, any Mortgagor, any
holder of a related mezzanine loan, any manager of a Mortgaged Property, any Independent Contractor engaged by the Special Servicer
pursuant to Section 3.16 of this Agreement, or any Person actually known to a Responsible Officer of the Trustee or
the Certificate Administrator to be an Affiliate of any of the preceding entities; and, with respect to a Defaulted Serviced Whole
Loan, the applicable Other Depositor, the applicable Other Master Servicer, the applicable Other Special Servicer (or any independent
contractor engaged by such Other Special Servicer), or the applicable Other Trustee, the related Companion Loan Holder or its
Companion Loan Holder Representative, any holder of a related mezzanine loan, or any Person actually known to a


 






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Responsible
Officer of the Trustee or the Certificate Administrator to be an Affiliate of any of the preceding entities.


 


“Investment”:
Any direct or indirect ownership interest in any security, note or other financial instrument related to the Certificates or issued
or executed by a Mortgagor, 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 3.07(a) of this Agreement.


 


“Investment
Company Act”: The Investment Company Act of 1940, as it may be amended from time to time.


 


“Investment
Decisions”: Investment, trading, lending or other financial decisions, strategies or recommendations with respect to
Investments, whether on behalf of the Master Servicer or any Affiliate thereof, the Special Servicer or any Affiliate thereof,
the Operating Advisor or any Affiliate thereof, the Certificate Administrator or any Affiliate thereof, or the Trustee or any
Affiliate thereof, as applicable, or any Person on whose behalf the Master Servicer or any Affiliate thereof, the Special Servicer
or any Affiliate thereof, the Operating Advisor or any Affiliate thereof, the Certificate Administrator or any Affiliate thereof,
or the Trustee or any Affiliate thereof, as applicable, has discretion in connection with Investments.


 


“Investor
Certification”: A certificate representing that such Person executing the certificate is a Certificateholder, the Controlling
Class Representative to the extent the Controlling Class Representative is not a Certificateholder, a Beneficial Owner or a prospective
purchaser of a Certificate (or any investment advisor or manager of the foregoing), a Companion Loan Holder or a Companion Loan
Holder Representative and that (i) for purposes of obtaining certain information and notices (including access to information
and notices on the Certificate Administrator’s Website) pursuant to this Agreement, (A) (1) such person is not a Borrower
Party, or (2) such person is a Borrower Party (in which case, (i) if such person is the Controlling Class Representative or a
Controlling Class Certificateholder, such person shall have access to all the reports and information made available to Certificateholders
hereunder other than Excluded Information or (ii) if such person is neither the Controlling Class Representative nor a Controlling
Class Certificateholder, such person shall only receive access to the Distribution Date Statements prepared by the Certificate
Administrator) and (B) except in the case of a prospective purchaser of a Certificate, a Companion Loan Holder or a Companion
Loan Holder Representative, such Person has received a copy of the Prospectus Supplement and the Prospectus, substantially in
the form of Exhibit M-1A, Exhibit M-1B, or Exhibit M-1C 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 does not apply to a prospective purchaser of a Certificate, a Companion Loan Holder or a Companion Loan Holder
Representative), (A) (1) such Person is not a Borrower Party or (2) such person is a Borrower Party as to any identified
Excluded Controlling Class Loan, (B) such Person is or is not the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Operating Advisor or an Affiliate of any of the foregoing, (C) such Person has
received a copy of the Prospectus Supplement and the Prospectus, substantially in the form of Exhibit M-2A or Exhibit
M-2B to this Agreement or in the form of an electronic certification


 






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contained
on the Certificate Administrator’s Website or the Master Servicer’s website and (D) such Person agrees to keep
any Privileged Information confidential and will not violate any securities laws; provided that, for purposes of clause (ii),
if such Person is an Affiliate of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
or the Operating Advisor, such certification shall indicate whether an Affiliate Ethical Wall exists between it and the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor, as applicable.
The Certificate Administrator may require that Investor Certifications are resubmitted from time to time in accordance with its
policies and procedures. A holder of a mezzanine loan will be considered an Affiliate of a Mortgagor with respect to the related
Mortgage Loan upon the occurrence of an event that would permit acceleration of the mezzanine loan. The Certificate Administrator
may require that Investor Certifications be re-submitted from time to time in accordance with its policies and procedures and
will be required to restrict access to the Certificate Administrator’s Website to a mezzanine lender upon notice from the
Special Servicer pursuant to this Agreement that an event of default has occurred under such mezzanine loan. The Special Servicer,
to the extent it has actual knowledge, shall promptly give notice to the Certificate Administrator that an event of default under
a mezzanine loan has occurred in the form of Exhibit GG attached hereto or such other form as may be mutually agreed
to by the Special Servicer and the Certificate Administrator. For the avoidance of doubt if a Borrower Party is the Controlling
Class Representative or a Controlling Class Certificateholder, such person (A) shall be prohibited from accessing the Excluded
Information solely with respect to the related Excluded Controlling Class Loan and (B) shall not be permitted to exercise Voting
Rights solely with respect to the related Excluded Controlling Class Loan.


 


“Investor
Q&A Forum”: As defined in Section 4.02(a) of this Agreement.


 


“Investor
Registry”: As defined in Section 4.02(a) of this Agreement.


 


“IRS”:
The Internal Revenue Service.


 


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


 


“Liquidation
Event”: With respect to any Mortgage Loan (or Serviced Whole Loan), any of the following events: (i) such Mortgage
Loan (or Serviced Whole Loan) is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage
Loan (or Serviced Whole Loan); (iii) such Mortgage Loan is repurchased or substituted for by the applicable Mortgage Loan
Seller pursuant to Section 6 of the related Loan Purchase Agreement; (iv) such Mortgage Loan is purchased or otherwise
acquired by the Special Servicer, the Master Servicer, the Holders of the Controlling Class, Holders of the Class R Certificates
or the Remaining Certificateholder pursuant to Section 9.01 of this Agreement; (v) such Mortgage Loan (or Serviced
Whole Loan) is purchased by the holder of a mezzanine loan or a Serviced


 






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Companion
Loan pursuant to the related intercreditor, co-lender or similar agreement; (vi) the taking of a Mortgaged Property (or portion
thereof) by exercise of the power of eminent domain or condemnation; (vii) such Mortgage Loan (or Serviced Whole Loan) is
purchased by another party in accordance with Section 3.17 of this Agreement; or (ix) in the case of a Non-Serviced
Mortgage Loan, such Mortgage Loan is liquidated by any party pursuant to terms analogous to those set forth in the preceding clauses
contained in the applicable Other Pooling and Servicing Agreement and/or the related Co-Lender Agreement. With respect to any
REO Property (and the related REO Mortgage Loan or REO Companion Loan), any of the following events: (i) a Final Recovery
Determination is made with respect to such REO Property; (ii) such REO Property is purchased or otherwise acquired by the
Master Servicer, the Special Servicer, Holders of the Controlling Class, Holders of the Class R Certificates or the Remaining
Certificateholder pursuant to Section 9.01 of this Agreement; (iii) the taking of a REO Property (or portion
thereof) by exercise of the power of eminent domain or condemnation; (iv) such REO Property is purchased by the holder
of a mezzanine loan pursuant to the related intercreditor agreement; or (v) such REO Property is purchased by another party
in accordance with Section 3.17 of this Agreement.


 


“Liquidation
Expenses”: All customary, reasonable and necessary costs and expenses incurred by the Master Servicer, the Special Servicer,
the Certificate Administrator and the Trustee in connection with the liquidation of any Specially Serviced Loan or REO Property
acquired in respect thereof or final payoff of a Corrected Mortgage Loan (including, without limitation, legal fees and expenses,
committee or referee fees and, if applicable, brokerage commissions, and conveyance taxes associated with such Mortgage Loan or
Mortgaged Property).


 


“Liquidation
Fee”: With respect to each Specially Serviced Loan as to which the Special Servicer receives a full or discounted payoff
(or unscheduled partial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout) from
the related Mortgagor and, except as otherwise described below, with respect to any Mortgage Loan (or Serviced Whole Loan) repurchased
or substituted as contemplated by Section 2.03 of this Agreement, any Specially Serviced Loan or any REO Property
as to which the Special Servicer receives Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds, an amount calculated
by the application of the applicable Liquidation Fee Rate to the related payment or proceeds (exclusive of any portion of such
payoff or proceeds that represents Penalty Charges); provided that the Liquidation Fee with respect to any related Specially
Serviced Loan or REO Property shall be reduced by the amount of any Excess Modification Fees paid by or on behalf of the related
Mortgagor with respect to the Specially Serviced Loan or REO Property as described in the definition of “Excess Modification
Fees” in this Agreement, but only to the extent those fees have not previously been deducted from a Workout Fee or
Liquidation Fee; provided, however, that, except as contemplated by the preceding proviso with respect to the offset
of Excess Modification Fees and the next two (2) provisos, no Liquidation Fee will be less than $25,000; provided, further,
that (a) the Liquidation Fee shall be zero with respect to any Mortgage Loan or Serviced Whole Loan or any Mortgaged Property
purchased or repurchased pursuant to clauses (iii) through (v) of the first sentence of the definition of Liquidation Event
(unless with respect to (A) clause (iii), the applicable Mortgage Loan Seller does not repurchase or substitute for
such Mortgage Loan until after more than 120 days following its receipt of notice or discovery of a Material Breach or Material
Defect, and (B) clause (v), the mezzanine


 






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loan
holder or holder of a Companion Loan does not purchase such Mortgage Loan or Serviced Whole Loan within 90 days of when such
holder’s first purchase option first becomes exercisable under the related intercreditor agreement or Co-Lender Agreement,
as applicable, (provided, however, if such Specially Serviced Loan becomes a Corrected Loan, then upon the occurrence of
a subsequent purchase option event, a new 90 day period will commence and no Liquidation Fee will be payable based upon, or out
of, Liquidation Proceeds received in connection with any such purchase of such Specially Serviced Loan during such new 90 day
period)) or pursuant to clauses (ii) or (iv) of the second sentence of such definition (unless with respect to clause (iv),
the mezzanine loan holder or holder of a Companion Loan does not purchase such REO Property within 90 days of when such holder’s
first purchase option first becomes exercisable under the related intercreditor agreement or Co-Lender Agreement, as applicable,
and (b) the Liquidation Fee with respect to each Mortgage Loan or REO Mortgage Loan repurchased or substituted for after
more than 120 days following the Mortgage Loan Seller’s receipt of notice or discovery of a Material Breach or Material
Defect shall be in an amount equal to the Liquidation Fee Rate of the outstanding principal balance of such Mortgage Loan or REO
Mortgage Loan; provided, further that if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan
only because of an event described in clause (a)(ii) of the definition of “Specially Serviced Loan” as a result
of a payment default at maturity and the related payment or proceeds are received within 90 days following the related maturity
date in connection with the full and final payoff or refinancing of the related Mortgage Loan or Serviced Whole Loan, the Special
Servicer will not be entitled to collect a Liquidation Fee, but may collect and retain appropriate fees from the related Mortgagor
in connection with such liquidation.


 


“Liquidation
Fee Rate”: A rate equal to the lesser of (a) such rate as would result in a Liquidation Fee of $1,000,000 and (b) 1.0%
with respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) repurchased or substituted as contemplated by Section 2.03
of this Agreement, each Specially Serviced Loan and each REO Property, provided, however, that except as contemplated
in the definition of “Liquidation Fee”, no Liquidation Fee will be less than $25,000.


 


“Liquidation
Proceeds”: The amount (other than Insurance Proceeds and Condemnation Proceeds) received in connection with a Liquidation
Event.


 


“Loan
Agreement”: With respect to any Mortgage Loan or Serviced Whole Loan, the loan agreement, if any, between the related
originator(s) and the Mortgagor, pursuant to which such Mortgage Loan or Serviced Whole Loan, as applicable, was made.


 


“Loan
Documents”: With respect to any Mortgage Loan or Serviced Whole Loan, the documents executed or delivered in connection
with the origination or any subsequent modification of such Mortgage Loan or Serviced Whole Loan or subsequently added to the
related Mortgage File.


 


“Loan
Number”: With respect to any Mortgage Loan, the loan number by which such Mortgage Loan was identified on the books
and records of the Depositor or any Sub-Servicer for the Depositor, as set forth in the Mortgage Loan Schedule.


 






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“Loan
Purchase Agreement”: The Five Mile Loan Purchase Agreement, the GSMC Loan Purchase Agreement, the CGMRC Loan Purchase
Agreement, the SMF Loan Purchase Agreement and/or the CCRE Loan Purchase Agreement, as applicable.


 


“Loan
Seller Defeasance Rights and Obligations”: As defined in Section 3.09(d)(i) of this Agreement.


 


“Loan-to-Value
Ratio”: With respect to any Mortgage Loan or Whole Loan, as of any date of determination, the fraction, expressed as
a percentage, the numerator of which is the then unpaid principal balance of such Mortgage Loan or Whole Loan, as applicable,
and the denominator of which is the Appraised Value of the related Mortgaged Property as determined by an Appraisal thereof.


 


“Lock-Box
Account”: With respect to any Mortgaged Property, if applicable, any account created pursuant to any documents relating
to a Mortgage Loan or Serviced Whole Loan to receive rental or other income generated by the Mortgaged Property. Any Lock-Box
Account shall be beneficially owned for federal income tax purposes by the Person who is entitled to receive the reinvestment
income or gain thereon in accordance with the terms and provisions of the related Mortgage Loan or Serviced Whole Loan and Section 3.07
of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon.


 


“Lock-Box
Agreement”: With respect to any Mortgage Loan or Serviced Whole Loan, the lock-box or other similar agreement, if any,
between the related originator(s) and the Mortgagor, pursuant to which the related Lock-Box Account, if any, may have been established.


 


“Lower-Tier
Distribution Account”: The account or accounts created and maintained as a separate account (or separate sub-account
within the same account as the Upper-Tier Distribution Account) or accounts by the Certificate Administrator pursuant to
Section 3.05(b) of this Agreement, which (subject to any changes in the identity of the Trustee or the Certificate
Administrator) shall be entitled “U.S. Bank National Association, as Certificate Administrator, on behalf of U.S. Bank National
Association, as Trustee, for the benefit of the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage
Pass-Through Certificates, Series 2015-GC34, Lower-Tier Distribution Account” and which must be an Eligible Account.
The Lower-Tier Distribution Account shall be an asset of the Lower-Tier REMIC.


 


“Lower-Tier
Principal Balance”: The principal amount of any Lower-Tier Regular Interest outstanding as of any date of determination.
As of the Closing Date, the Lower-Tier Principal Balance of each Lower-Tier Regular Interest shall equal the Original Lower-Tier
Principal Balance as set forth in the Preliminary Statement hereto. On each Distribution Date, the Lower-Tier Principal Balance
of each Lower-Tier Regular Interest shall be permanently reduced by all distributions of principal deemed to have been made in
respect of such Lower-Tier Regular Interest on such Distribution Date pursuant to Section 4.01(a)(ii) of this Agreement,
and shall be further reduced on such Distribution Date by all Realized Losses deemed to have been allocated thereto on such Distribution
Date pursuant to Section 4.01(e) of this Agreement, and increased on any Distribution Date (as and to the extent provided
in the penultimate sentence of the first paragraph of Section 4.01(f) of this Agreement), such that at all


 






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times
the Lower-Tier Principal Balance of a Lower-Tier Regular Interest shall equal the Certificate Principal Amount of the Corresponding
Certificates.


 


“Lower-Tier
Regular Interests”: The Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-AB, Class LA-S,
Class LB, Class LC, Class LD, Class LE, Class LF and Class LG Interests.


 


“Lower-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Mortgage Loans (other than Excess Interest),
any related REO Property (or a beneficial interest in the applicable portion of the “REO Property” under the applicable
Other Pooling and Servicing Agreement related to any Non-Serviced Mortgage Loan) acquired in respect thereof and all proceeds
of such REO Property, other property of the Trust Fund related thereto and amounts held in respect thereof from time to time in
the Collection Account, any Serviced Whole Loan Custodial Account, the Interest Reserve Account and the related REO Account; and
amounts held from time to time in the Lower-Tier Distribution Account and the Excess Liquidation Proceeds Reserve Account, in
each case excluding amounts allocable to the Companion Loans and any interest or other income earned on such amounts allocable
to the Companion Loans and Excess Interest.


 


“Lower-Tier
Residual Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2),
in the Lower-Tier REMIC and evidenced by the Class R Certificates.


 


“MAI”:
Member of the Appraisal Institute.


 


“Major
Decision”: Collectively:


 





(a)          any
proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership
of properties securing such of the Mortgage Loans and/or Serviced Whole Loan as come into and continue in default;


 


(b)          any
modification, consent to a modification or waiver of a monetary term (other than Penalty Charges which the Master Servicer or
the Special Servicer, as applicable, is permitted to waive pursuant to Section 3.03(a) of this Agreement) or material
non-monetary term ((including, without limitation, (i) a modification of the type of defeasance collateral required under the
related Mortgage Loan documents such that defeasance collateral other than direct, non-callable obligations of the United States
of America would be permitted, (ii) a modification that would permit a principal prepayment instead of defeasance if the related
Mortgage Loan documents do not otherwise permit such principal prepayment and (iii) a modification with respect to the timing
of payments and acceptance of discounted pay-offs, but excluding the waiver of Penalty Charges)) of a Mortgage Loan or Serviced
Whole Loan or any extension of the Maturity Date of any Mortgage Loan or Serviced Whole Loan;


 


(c)          any
sale of a Defaulted Mortgage Loan or REO Property (other than in connection with the termination of the Trust Fund) for less than
the applicable Purchase Price (excluding the amount described in clause (f) of the definition of “Purchase Price”);


 






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(d)          any
determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials
located at an REO Property;


 


(e)          any
release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Whole Loan, or
any consent to either of the foregoing, other than immaterial condemnation actions and other similar takings or if otherwise required
pursuant to the specific terms of the related Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;


 


(f)          any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan or Serviced
Whole Loan or, if lender consent is required, any consent to such waiver or consent to a transfer of the Mortgaged Property or
interests in the Mortgagor or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt
as may be effected without the consent of the lender under the related loan agreement or related to an immaterial easement, right
of way or similar agreement;


 


(g)          any
property management company changes or franchise changes (in each case, to the extent the lender is required to consent or approve
under the Loan Documents);


 


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


 


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


 


(j)          the
determination of the Special Servicer pursuant to clause (b) or clause (c) of the definition of “Specially
Serviced Loan”;


 


(k)          following
a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any acceleration of such Mortgage Loan
or Serviced Whole Loan, as the case may be, or initiation of judicial, bankruptcy or similar proceedings under the related Loan
Documents or with respect to the related Mortgagor or Mortgaged Property;


 


(l)          any
modification, waiver or amendment of an intercreditor agreement, Co-Lender Agreement or similar agreement with any mezzanine lender
or subordinate debt holder related to a Mortgage Loan or Serviced Whole Loan, or an action to enforce rights with respect thereto,
in each case, in a manner that materially and adversely affects the Holders of the Control Eligible Certificates;


 






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(m)          any
determination of an Acceptable Insurance Default;


 


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


 


(o)          any
approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds or
condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property.



 


“Manager”:
With respect to any Mortgage Loan or Serviced Whole Loan, any property manager for the related Mortgaged Properties.


 


“Master
Servicer”: Wells Fargo Bank, National Association, or its successor in interest, or any successor Master Servicer appointed
as herein provided.


 


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


 


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


 


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


 


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


 


“Maturity
Date”: With respect to each Mortgage Loan, the maturity date as set forth on the Mortgage Loan Schedule; and with respect
to each Companion Loan, the Maturity Date for the related Mortgage Loan.


 


“Modification
Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if applicable,
any and all fees collected from the related Mortgagor with respect to a modification, extension, waiver or amendment that modifies,
extends, amends or waives any term of the related Loan Documents (as evidenced by a signed writing) agreed to by the Master Servicer
or the Special Servicer, other than (a) any Assumption Fees, Consent Fees or assumption application fees and (b) any
fee in connection with a defeasance of such Mortgage Loan (or Serviced Whole Loan).


 


“Modified
Asset”: Any Mortgage Loan or any Serviced Whole Loan as to which any Servicing Transfer Event has occurred and which
has been modified by the Special Servicer pursuant to Section 3.24 of this Agreement in a manner that:


 





(a)          affects
the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing Monthly Payments
current with respect to such Mortgage Loan or Serviced Whole Loan);


 






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(b)          except
as expressly contemplated by the related Loan Documents, results in a release of the lien of the related Mortgage on any material
portion of the related Mortgaged Property without a corresponding Principal Prepayment in an amount, or the delivery of substitute
real property collateral with a fair market value (as is), that is not less than the fair market value (as is) of the property
to be released, as determined by an appraisal delivered to the Special Servicer (at the expense of the related Mortgagor and upon
which the Special Servicer may conclusively rely); or


 


(c)          in
the reasonable, good faith judgment of the Special Servicer, otherwise materially impairs the security for such Mortgage Loan
or Serviced Whole Loan or materially reduces the likelihood of timely payment of amounts due thereon.





 


“Monthly
Payment”: With respect to any Mortgage Loan or Serviced Companion Loan, as applicable (other than any REO Mortgage Loan
or REO Serviced Companion Loan) and any Due Date, the scheduled monthly payment of principal (if any) and interest at the related
Mortgage Loan Rate, which is payable by the related Mortgagor on such Due Date under the related Note or Notes. The Monthly Payment
with respect to (i) an REO Mortgage Loan or REO Serviced Companion Loan, (ii) any Mortgage Loan or Serviced Companion
Loan that is delinquent at its respective Maturity Date and with respect to which the Special Servicer has not entered into an
extension, or (iii) any ARD Loan after the related Anticipated Repayment Date, is the monthly payment that would otherwise have
been payable on the related Due Date had the related Note not been discharged or the related Maturity Date or Anticipated Repayment
Date had not been reached, as the case may be, determined as set forth in the preceding sentence and on the assumption that all
other amounts, if any, due thereunder are paid when due. The Monthly Payment for any Serviced Whole Loan is the aggregate Monthly
Payment for the related Mortgage Loan and Serviced Companion Loan.


 


“Moody’s”:
Moody’s Investors Service, Inc. and its successors in interest. If neither Moody’s Investors Service, Inc. 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 Master Servicer and the Special Servicer and specific ratings of Moody’s herein referenced
shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated.


 


“Morningstar”:
Morningstar Credit Ratings, LLC, or any of its successors in interest, assigns, and/or changed entity name or designation resulting
from any acquisition by Morningstar, Inc. or other similar entity of Morningstar Credit Ratings, LLC.


 


“Mortgage”:
The mortgage, deed of trust or other instrument creating a first lien (or with respect to the parcel with the address of 3829
Forest Parkway at the Mortgaged Property identified on the Mortgage Loan Schedule as Woodlands East, creating a second lien) on
or first priority ownership interest in a Mortgaged Property securing the Note(s) evidencing a Mortgage Loan or Serviced Whole
Loan.


 


“Mortgage
File”: With respect to any Mortgage Loan or the related Serviced Whole Loan, subject to Section 2.01(b),
collectively the following documents:


 






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(1)          (A) the
original executed Note for such Mortgage Loan, endorsed (without recourse, representation or warranty, express or implied) to
the order of “U.S. Bank National Association, as Trustee, for the benefit of the registered Holders of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34” or in blank, and further showing a
complete, unbroken chain of endorsement from the originator (if such originator is not the applicable Mortgage Loan Seller) (or,
alternatively, if the original executed Note has been lost, a lost note affidavit and indemnity with a copy of such Note), and
(B) in the case of a Serviced Whole Loan, a copy of the executed Note for the related Companion Loan;


 


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


 


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


 


(4)          an
original executed assignment, in recordable form (except for missing recording information not yet available if the instrument
being assigned has not been returned from the applicable recording office), of (A) the Mortgage and (B) any related
Assignment of Leases (if such item is a document separate from the Mortgage), in favor of “U.S. Bank National Association,
as Trustee, for the benefit of the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, Series 2015-GC34 [and the holder of the related Companion Loan, as their interests may appear]” or a
copy of such assignment (if the related Mortgage Loan Seller or its designee, rather than the Trustee or Certificate Administrator,
is responsible for the recording thereof);


 


(5)          an
original or copy of the assignment of all unrecorded documents relating to the Mortgage Loan, in favor of “U.S. Bank National
Association, as Trustee, for the benefit of the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage
Pass-Through Certificates, Series 2015-GC34 [and the holder of the related Companion Loan, as their interests may appear]”;


 


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


 


(7)          the
original (which may be in the form of an electronically issued title policy) or a copy of the policy or certificate of lender’s
title insurance issued in


 






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connection
with such Mortgage Loan or the related Serviced Whole Loan (or, if such policy has not been issued, a “marked-up”
pro forma title policy marked as binding and countersigned by the title insurer or its authorized agent, or an irrevocable, binding
commitment to issue such title insurance policy);


 


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


 


(9)          an
original or copy of the related Loan Agreement, if any;


 


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


 


(11)        an
original or copy of the lock box agreement or cash management agreement relating to such Mortgage Loan or the related Serviced
Whole Loan, if any;


 


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


 


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


 


(14)        an
original assignment of the related security agreement (if such item is a document separate from the Mortgage and if such item
is not included in the assignment described in clause (5)), in favor of “U.S. Bank National Association, not in its
individual capacity but solely as Trustee, for the benefit of the registered Holders of GS Mortgage Securities Corporation II,
Commercial Mortgage Pass-Through Certificates, Series 2015-GC34 [and the holder of the related Companion Loan, as their interests
may appear]”;


 


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


 


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


 


(17)        an
original or copy of any related environmental insurance policy;


 


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


 






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(19)        copies
of any franchise agreement, property management agreement or hotel management agreement and related comfort letters (together
with (i) copies of any notices of transfer that are necessary to transfer or assign to the Trust or the Trustee the benefits of
such comfort letter or (ii) if the related comfort letter contemplates that a request be made of the related franchisor to issue
a replacement comfort letter for the benefit of the Trust or Trustee, a copy of the notice requesting the issuance of such replacement
comfort letter (the copy of such notice shall be delivered by the related Mortgage Loan Seller to the Custodian for inclusion
in the Mortgage File within the time period set forth in the last paragraph of Section 2.01(b)) and/or estoppel letters
relating to such Mortgage Loan or the related Serviced Whole Loan and any related assignment thereof; and


 


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


 


provided
that, whenever the term “Mortgage File” is used to refer to documents actually received by the Certificate Administrator
or a Custodian appointed thereby, such term shall not be deemed to include such documents and instruments required to be included
therein unless they are actually so received.


 


Notwithstanding
anything to the contrary contained herein, with respect to each Non-Serviced Mortgage Loan, the preceding document delivery requirements
with respect to clauses (2) through (20) above shall be met by the delivery by the applicable Mortgage Loan Seller to the
Custodian of a copy of each of the documents specified above (other than with respect to the documents specified in clause (1)).


 


Notwithstanding
any contrary provision set forth above, in connection with the Hyatt Place Texas Portfolio Whole Loan (1) instruments of assignment
may be in blank and need not be recorded pursuant to this Agreement until the earlier of (i) the Hyatt Place Texas Portfolio Companion
Loan Securitization Date, if such instruments are required to be assigned and recorded pursuant to the related Other Pooling and
Servicing Agreement, (ii) in the event the Hyatt Place Texas Portfolio Whole Loan becomes a Specially Serviced Mortgage Loan prior
to the time set forth in clause (i), and (iii) the expiration of 180 days following the Closing Date, in which case assignments
and recordations shall be effected in accordance with the provisions relating to Serviced Whole Loans until the occurrence, if
any, of the Hyatt Place Texas Portfolio Companion Loan Securitization Date, and (2) following the Hyatt Place Texas Portfolio
Companion Loan Securitization Date, the Person selling the related Companion Loan to the related Other Depositor, at its own expense,
will be (a) entitled to direct the Trustee or Custodian to deliver the originals of all mortgage loan documents in its possession
(other than the promissory note evidencing the Hyatt Place Texas Portfolio Mortgage Loan and any allonges thereto) to the related
Other Trustee or custodian therefor, (b) if the right under clause (a) is exercised, required to cause the retention by or
delivery to the Trustee or Custodian of photocopies of the mortgage loan documents so delivered to such Other Trustee or other
custodian, (c) if instruments of assignment have not been recorded pursuant to this Agreement, entitled to cause the completion
and recordation of instruments of assignment in the name of such Other Trustee or other custodian, and (d) if the right under
clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so
completed and recorded.


 






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“Mortgage
Loan”: Each of the mortgage loans transferred and assigned to the Trustee on behalf of the Trust pursuant to Section 2.01
and from time to time held in the Trust Fund, the mortgage loans originally so transferred, assigned and held being identified
on the Mortgage Loan Schedule as of the Cut-Off Date. Such term shall include any Specially Serviced Loan, REO Mortgage Loan or
defeased Mortgage Loan and each Non-Serviced Mortgage Loan but not the Companion Loans.


 


“Mortgage
Loan Rate”: With respect to any Mortgage Loan (including an REO Mortgage Loan) or Serviced Companion Loan (including
an REO Serviced Companion Loan), the per annum rate at which interest accrues (or, if and while it is an REO Mortgage Loan
or REO Companion Loan, is deemed to accrue) on such Mortgage Loan or Serviced Companion Loan, as the case may be, as stated in
the related Note or Co-Lender Agreement, in each case without giving effect to the Default Rate, Excess Interest or the Revised
Rate with respect to any Mortgage Loan or any related note(s) held by any Companion Loan Holder, as the case may be.


 


“Mortgage
Loan Schedule”: The list of Mortgage Loans included in the Trust Fund as of the Closing Date being attached hereto as
Exhibit B, which list shall set forth the following information with respect to each Mortgage Loan: 





 


(i)          the
Loan Number;


 


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


 


(iii)       the
Cut-Off Date Balance;


 


(iv)        the
original Mortgage Loan Rate;


 


(v)          the
(A) remaining term to stated maturity and (B) Stated Maturity Date;


 


(vi)        in
the case of a Balloon Mortgage Loan, the remaining amortization term;


 


(vii)       the
Servicing Fee Rate (separately identifying any primary servicing fee rate or subservicing fee rate included in the Servicing Fee
Rate, and in the case of a Serviced Whole Loan, separately identifying the Servicing Fee Rate applicable to the related Serviced
Companion Loan in such Serviced Whole Loan, and in the case of a Non-Serviced Mortgage Loan, separately identifying the primary
servicing fee rate payable to the applicable Other Master Servicer);


 


(viii)      the
Mortgage Loan Seller(s);


 


(ix)        whether
the Mortgage Loan is cross-collateralized and the cross-collateralized group it belongs to;


 


(x)          whether
the Mortgage Loan is an ARD Loan; 


 






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(xi)         the
Anticipated Repayment Date, if applicable;


 


(xii)        the
Revised Rate, if applicable; and


 


(xiii)       whether
such Mortgage Loan is part of a Serviced Whole Loan, in which case the information required by clauses (iii), (iv), (v) and
(vi) above shall also be set forth for the Companion Loan in the related Serviced Whole Loan; provided that, if there are no Serviced
Whole Loans, the information in this clause will not be required to be included on the Mortgage Loan Schedule. 


 


“Mortgage
Loan Seller”: Each of GSMC, CGMRC, SMF, Five Mile and CCRE, and their respective successors in interest.


 


“Mortgage
Loan Seller Sub-Servicer”: A Sub-Servicer required to be retained by the Master Servicer by a Mortgage Loan Seller,
as listed on Exhibit S to this Agreement, or any successor thereto.


 


“Mortgage
Pool”: All of the Mortgage Loans and any successor REO Mortgage Loans, collectively. The Mortgage Pool does not include
the Companion Loans or any related REO Companion Loans.


 


“Mortgaged
Property”: The underlying property securing a Mortgage Loan and the related Companion Loan, including any REO Property
(including with respect to a Non-Serviced Mortgage Loan), consisting of a fee simple estate, and, with respect to certain Mortgage
Loans and the related Companion Loans, a leasehold estate, or both a leasehold estate and a fee simple estate, or a leasehold
estate in a portion of the property and a fee simple estate in the remainder, in a parcel of land improved by a commercial property,
together with any personal property, fixtures, leases and other property or rights pertaining thereto.


 


“Mortgagor”:
The obligor or obligors on a Note and the related note(s) in favor of a Companion Loan Holder(s), including, without limitation,
any Person that has acquired the related Mortgaged Property and assumed the obligations of the original obligor under such Note
and the related note(s) in favor of a Companion Loan Holder(s).


 


“Mortgagor
Accounts”: As defined in Section 3.07(a) of this Agreement.


 


“Net
Condemnation Proceeds”: The Condemnation Proceeds received with respect to any Mortgage Loan or Serviced Companion Loan
(including an REO Mortgage Loan or REO Serviced Companion Loan) net of the amount of (i) costs and expenses incurred with respect
thereto and (ii) amounts required to be applied to the restoration or repair of the related Mortgaged Property.


 


“Net
Insurance Proceeds”: Insurance Proceeds, to the extent such proceeds are not to be applied to the restoration of the
related Mortgaged Property or released to the Mortgagor in accordance with the express requirements of the Mortgage or Note or
other Loan Documents included in the Mortgage File or in accordance with the Servicing Standard, or with respect to the environmental
insurance policy, applied to pay any costs, expenses, penalties, fines or similar items.


 






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“Net
Liquidation Proceeds”: The Liquidation Proceeds received with respect to any Mortgage Loan or Serviced Whole Loan (including
an REO Mortgage Loan or REO Companion Loan) net of the amount of Liquidation Expenses incurred with respect thereto.


 


“Net
Mortgage Loan Rate”: With respect to any Mortgage Loan (including any REO Mortgage Loan), a per annum rate equal
to the Mortgage Loan Rate for such Mortgage Loan minus the related Administrative Cost Rate. Notwithstanding the foregoing, if
any Mortgage Loan does not accrue interest on the basis of a 360-day year consisting of twelve 30-day months, then, for purposes
of calculating Pass-Through Rates and the WAC Rate, the Net Mortgage Loan Rate of such Mortgage Loan for any one-month period
preceding a related Due Date shall be the annualized rate at which interest would have to accrue in respect of such Mortgage Loan
on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest actually
accrued (exclusive of Default Interest and Excess Interest) in respect of such Mortgage Loan during such one-month period at a
per annum rate equal to the related Mortgage Loan Rate minus the related Administrative Cost Rate; provided, however,
that, for purposes of calculating Pass-Through Rates and the WAC Rate, with respect to each Mortgage Loan that accrues interest
on the basis of a 360-day year and the actual number of days during each one-month interest accrual period, (i) the Net Mortgage
Loan Rate for the one-month period preceding the Due Dates in January and February in any year which is not a leap year and
in February in any year which is a leap year (unless, in either case, the related Distribution Date is the final Distribution
Date), shall be determined net of any Withheld Amounts and (ii) the Net Mortgage Loan Rate for the one-month period preceding
the Due Date in March shall be determined taking into account the addition of any such Withheld Amounts. Also notwithstanding
the foregoing, for purposes of calculating Pass-Through Rates and the WAC Rate, the Net Mortgage Loan Rate of any Mortgage Loan
shall be determined without regard to any modification, waiver or amendment of the terms of such Mortgage Loan, whether agreed
to by the Special Servicer or an Other Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving
the related Mortgagor, and without regard to the related Mortgaged Property becoming an REO Property.


 


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


 


“Net
REO Proceeds”: With respect to each REO Property and any related REO Mortgage Loan or REO Companion Loan, REO Proceeds
with respect to such REO Property, REO Mortgage Loan or REO Companion Loan (other than the proceeds of a liquidation thereof) net
of any insurance premiums, taxes, assessments, ground rents and other costs and expenses permitted to be paid therefrom pursuant
to Section 3.16(b) of this Agreement.


 


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


 


“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance or Nonrecoverable Property Advance. Workout-Delayed Reimbursement Amounts
shall constitute


 






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a
Nonrecoverable Advance only when the Person making such determination in accordance with the procedures specified in Sections 3.20
and 4.06, the definition of Nonrecoverable P&I Advance or the definition of Nonrecoverable Property Advance, as
applicable, and taking into account factors such as all other outstanding Advances, either (a) has determined that such Workout-Delayed
Reimbursement Amounts, would not ultimately be recoverable from late collections or any other recovery on or in respect of the
related Mortgage Loan or Serviced Whole Loan or REO Mortgage Loan or REO Whole Loan, or (b) has determined that such Workout-Delayed
Reimbursement Amount, along with any other Workout-Delayed Reimbursement Amounts (that have not been reimbursed to the party that
made such Advance) or unreimbursed Nonrecoverable Advances, would not be ultimately recoverable from the principal portion of
future general collections on the Mortgage Loans and REO Properties.


 


“Nonrecoverable
P&I Advance”: With respect to any Mortgage Loan, any P&I Advance previously made or proposed to be made in respect
of such Mortgage Loan or a related REO Mortgage Loan by the Master Servicer or the Trustee, which P&I Advance such party or
the Special Servicer has determined pursuant to and in accordance with Section 4.06 of this Agreement, would not or
will not be ultimately recoverable from late payments, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, or any
other recovery on or in respect of such Mortgage Loan or a related REO Mortgage Loan, as the case may be.


 


“Nonrecoverable
Property Advance”: Any Property Advance previously made or proposed to be made in respect of a Mortgage Loan, Whole
Loan or REO Property by the Master Servicer or the Trustee, or in the case of the Non-Serviced Mortgage Loans, any comparable
advance made by the Other Master Servicer or Other Trustee which Property Advance (or other comparable advance) such party or
the Special Servicer has determined pursuant to and in accordance with Section 3.20 of this Agreement, in accordance
with the Servicing Standard (or, with respect to the Trustee, its good faith business judgment), will not be ultimately recoverable
from late payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, or any other recovery on or in respect of
such Mortgage Loan, Whole Loan or REO Property, as the case may be. Any Property Advance that is not required to be repaid by
the related Mortgagor under the terms of the related Loan Documents shall be deemed to be a Nonrecoverable Advance for purposes
of the Master Servicer’s, the Special Servicer’s or the Trustee’s entitlement to reimbursement for such Advance.
The determination as to the recoverability of any servicing advance previously made or proposed to be made with respect to any
Non-Serviced Mortgage Loan shall be made by the Other Master Servicer or Other Special Servicer, as the case may be, pursuant
to the Other Pooling and Servicing Agreement, and any such determination so made shall be conclusive and binding upon the Trust
and the Certificateholders.


 


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


 


“Non-Reduced
Certificates”: As of any date of determination, any Class of Certificates (other than the Class S, Class R
and Class X Certificates) then outstanding for which (a)(1) the initial Certificate Principal Amount of such Class of
Certificates minus (2) the sum (without duplication) of (x) the aggregate payments of principal (whether as principal
prepayments or otherwise) previously distributed to the Holders of such Class of Certificates, (y) any Appraisal Reduction
Amounts allocated to such Class of Certificates as of such date of


 






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determination
and (z) any Realized Losses previously allocated to such Class of Certificates as of such date of determination, is equal
to or greater than (b) 25% of the remainder of (i) the initial Certificate Principal Amount of such Class of Certificates
less (ii) any payments of principal (whether as principal prepayments or otherwise) previously distributed to the Holders
of that Class of Certificates as of such date of determination; provided that for purposes of this definition, the
Class A-S Certificates and the Class PEZ Component A-S will be considered as if they together constitute a single “Class”
of Certificates, the Class B Certificates and the Class PEZ Component B will be considered as if they together constitute
a single “Class” of Certificates, the Class C Certificates and the Class PEZ Component C will be considered
as if they together constitute a single “Class” of Certificates, and the Class PEZ Certificates will be Non-Reduced
Certificates only with respect to each Class PEZ Component that is part of a Class of Non-Reduced Certificates determined
as described in this proviso.


 


“Non-Serviced
Companion Loan”: The Illinois Center Companion Loans, the Hammons Hotel Portfolio Companion Loans and the Hyatt Place
Texas Portfolio Companion Loan (on or after the Hyatt Place Texas Portfolio Companion Loan Securitization Date), as applicable.


 


“Non-Serviced
Companion Loan Holder”: The holder of a Non-Serviced Companion Loan.


 


“Non-Serviced
Mortgage Loan”: The Illinois Center Mortgage Loan, the Hammons Hotel Portfolio Mortgage Loan and the Hyatt Place Texas
Portfolio Mortgage Loan (on or after the Hyatt Place Texas Portfolio Companion Loan Securitization Date), as applicable.


 


“Non-Serviced
Whole Loan”: The Illinois Center Whole Loan, the Hammons Hotel Portfolio Whole Loan and the Hyatt Place Texas Portfolio
Whole Loan (on or after the Hyatt Place Texas Portfolio Companion Loan Securitization Date), as applicable (in each case, which
shall include any successor REO Mortgage Loan or successor REO Companion Loan).


 


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


 


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


 


“Note”:
With respect to any Mortgage Loan or Companion Loan as of any date of determination, the note or other evidence of indebtedness
and/or agreements evidencing the indebtedness of a Mortgagor under such Mortgage Loan or Companion Loan, as the case may be, including
any amendments or modifications, or any renewal or substitution notes, as of such date.


 


“Notice
of Termination”: Any of the notices given to the Certificate Administrator by the Master Servicer, the Depositor or
any Holder of a Class R Certificate pursuant to Section 9.01(c).


 


“Notional
Amount”: For any date of determination, (a) with respect to the Class X-A Certificates, the Class X-A
Notional Amount, (b) with respect to the Class X-B Certificates, the Class X-B Notional Amount, (c) with respect
to the Class X-D Certificates, the


 






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Class
X-D Notional Amount and (d) with respect to each Component, the applicable Component Notional Amount.


 


“NRSRO”:
A nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act.


 


“OCC”:
The Office of the Comptroller of Currency, and its successors in interest.


 


“Offering
Circular”: The offering circular dated October 14, 2015, relating to the Private Certificates (other than the Class
S Certificates).


 


“Officer’s
Certificate”: With respect to any Person, a certificate signed by an authorized officer of such Person or, in the case
of the Master Servicer or the Special Servicer, a Servicing Officer, and delivered to the Depositor, the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer, as the case may be.


 


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


 


“Operating
Advisor Annual Report”: As defined in Section 3.29(d)(ii) of this Agreement.


 


“Operating
Advisor Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consultation rights equal
to the lesser of (a) $12,000 or (b) the amount as the related Mortgagor agrees to pay with respect to any Mortgage Loan
(or Serviced Whole Loan, as applicable), payable pursuant to Section 3.06(a) of this Agreement; provided, however,
no such fee shall be payable unless paid by the related Mortgagor; provided, further, that the Operating Advisor
may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision; provided, further
that the Master Servicer or the Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting
Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard
(provided that the Master Servicer or the Special Servicer, as applicable, shall consult with the Operating Advisor prior
to any such waiver or reduction).


 


“Operating
Advisor Fee”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan but excluding any Companion
Loans) and any Distribution Date, an amount accrued during the related Interest Accrual Period at the applicable Operating Advisor
Fee Rate on the Stated Principal Balance of such Mortgage Loan (including any Non-Serviced Mortgage Loans) as of the close of
business on the Distribution Date in such Interest Accrual Period; provided that such amounts shall be computed for the
same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related
Mortgage Loan is computed and shall be prorated for partial periods. Such fee shall be in addition to, and not in lieu of, any
other fee or other sum payable to the Operating Advisor under this Agreement. For the avoidance of doubt, the Operating Advisor
Fee shall be payable from the Lower-Tier REMIC.


 






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“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period, a rate equal to 0.0013% per annum.


 


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


 


“Operating
Advisor Standard”: As defined in Section 3.29(b) of this Agreement.


 


“Operating
Advisor Termination Event”: As defined in Section 7.06(a) of this Agreement.


 


“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Operating
Advisor, the Special Servicer or the Master Servicer, as the case may be, reasonably acceptable to the Trustee and the Certificate
Administrator, except that any opinion of counsel relating to (a) qualification of a Trust REMIC or the imposition of tax
under the REMIC Provisions on any income or property of any such Trust REMIC, (b) compliance with the REMIC Provisions (including
application of the definition of “Independent Contractor”), (c) qualification of the Grantor Trust as
a grantor trust or (d) a resignation of the Master Servicer or the Special Servicer pursuant to Section 6.04,
must be an opinion of counsel who is Independent of the Depositor, the Special Servicer and the Master Servicer.


 


“Opting-Out
Party”: A defined in Section 6.09(h) of this Agreement.


 


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


 


“Other
17g-5 Information Provider”: The applicable other “17g-5 information provider” under an Other Pooling and
Servicing Agreement relating to a Serviced Companion Loan.


 


“Other
Certificate Administrator”: With respect to each Non-Serviced Mortgage Loan, the certificate administrator under the
applicable Other Pooling and Servicing Agreement.


 


“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, 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, the trustee, certificate
administrator, master servicer, special servicer or depositor under the related Other Pooling and Servicing Agreement


 






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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
Master Servicer”: With respect to each Non-Serviced Mortgage Loan, the master servicer under the applicable Other Pooling
and Servicing Agreement.


 


“Other
Operating Advisor”: With respect to each Non-Serviced Mortgage Loan, the operating advisor (or other similar party)
under the applicable Other Pooling and Servicing Agreement.


 


“Other
Paying Agent”: With respect to each Non-Serviced Mortgage Loan, the paying agent under the applicable Other Pooling
and Servicing 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 REO Companion Loan (or any portion thereof or interest therein), as identified in writing to the parties to
this Agreement.


 


“Other
Special Servicer”: With respect to each Non-Serviced Mortgage Loan, the special servicer under the applicable Other
Pooling and Servicing Agreement.


 


“Other
Trustee”: With respect to each Non-Serviced Mortgage Loan, the trustee under the applicable Other Pooling and Servicing
Agreement.


 


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


 


“Ownership
Interest”: Any record or beneficial interest in a Class R Certificate.


 


“P&I
Advance”: As to any Mortgage Loan (including the Non-Serviced Mortgage Loans and any REO Mortgage Loan), any advance
made by the Master Servicer or the Trustee pursuant to Section 4.06 of this Agreement. Each reference to the payment
or reimbursement of a P&I Advance shall be deemed to include, whether or not specifically referred to but without duplication,
payment or reimbursement of interest thereon at the Advance Rate to but excluding the date of payment or reimbursement.


 


“Pass-Through
Rate”: Each of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through
Rate, the Class A-4 Pass-Through Rate, the Class A-AB Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B
Pass-Through Rate, the Class A-S Pass-Through Rate, the Class A-S Regular Interest Pass-Through Rate, the Class B
Pass-Through Rate, the Class B Regular Interest Pass-Through Rate, the Class C Pass-Through Rate, the Class C Regular
Interest Pass-Through Rate, the Class D Pass-Through Rate, the Class X-D Pass-Through Rate, the Class E Pass-Through
Rate, the Class F Pass-Through Rate and the Class G Pass-Through Rate. The Class PEZ Certificates will not


 






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have
a Pass-Through Rate, but will be entitled to receive the sum of the interest distributable on the Class PEZ Components. The
Class S and Class R Certificates do not have Pass-Through Rates.


 


“Paying
Agent”: The paying agent appointed pursuant to Section 5.06 of this Agreement.


 


“Penalty
Charges”: With respect to any Mortgage Loan or Serviced Whole Loan (or successor REO Mortgage Loan or successor REO
Serviced Companion Loan), any amounts actually collected thereon from the Mortgagor that represent default charges, penalty charges,
late fees and/or Default Interest, subject to any allocation provisions of any related Co-Lender Agreement and excluding any amounts
allocable to a Serviced Companion Loan or Non-Serviced Companion Loan pursuant to the related Co-Lender Agreement and excluding
any Excess Interest.


 


“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 Certificate (other than a Class S and Class R Certificate), the percentage
interest is equal to the initial denomination as of the Closing Date of such Certificate divided by the initial Certificate Principal
Amount or Notional Amount, as applicable, of such Class of Certificates. With respect to any Class S Certificate or
any Class R Certificate, the percentage interest is set forth on the face thereof. For these purposes on any date of determination,
the “initial denomination as of the Closing Date” of any Exchangeable Certificate received in an exchange shall be
determined as if such Certificate was part of the related Class on the Closing Date, the “initial denomination as of
the Closing Date” of any Exchangeable Certificate surrendered in an exchange shall be determined as if such Certificate
was not part of the related Class on the Closing Date and the initial Certificate Principal Amount of the related Class of
Exchangeable Certificates shall be determined as if such Class consisted only of the Certificates composing the Class on
that date of determination and such Certificates had been outstanding as of the Closing Date.


 


“Performing
Party”: As defined in Section 10.11 of this Agreement.


 


“Permitted
Investments”: Any one or more of the following obligations or securities payable on demand or having a scheduled maturity
on or before the Business Day preceding the date upon which such funds are required to be drawn (provided that funds invested
by the Certificate Administrator in Permitted Investments managed or advised by the Certificate Administrator may (or, as and
when contemplated under Section 3.07(c), shall) mature on the Distribution Date) and a maximum maturity of 365 days,
regardless of whether issued by the Depositor, the Master Servicer, the Trustee, the Certificate Administrator or any of their
respective Affiliates and having at all times the required ratings, if any, provided for in this definition, unless each Rating
Agency shall have provided a Rating Agency Confirmation:





 


(i)          obligations
of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality
thereof; provided such obligations are backed by the full faith and credit of the United States of America including, without
limitation, obligations of: the U.S.


 






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Treasury
(all direct or fully guaranteed obligations), the Farmers Home Administration (certificates of beneficial ownership), the General
Services Administration (participation certificates), the U.S. Maritime Administration (guaranteed Title XI financing), the Small
Business Administration (guaranteed participation certificates and guaranteed pool certificates), the U.S. Department of Housing
and Urban Development (local authority bonds) and the Washington Metropolitan Area Transit Authority (guaranteed transit bonds);
provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar
of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest
rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index,
and (C) such investments must not be subject to liquidation prior to their maturity;


 


(ii)        Federal
Housing Administration debentures;


 


(iii)       obligations
of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit
System (consolidated system wide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), the Federal National
Mortgage Association (debt obligations), the Financing Corp. (debt obligations), and the Resolution Funding Corp. (debt obligations);
provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar
amount of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest,
such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with
that index, and (C) such investments must not be subject to liquidation prior to their maturity;


 


(iv)        federal
funds, unsecured certificates of deposit, time or similar deposits, bankers’ acceptances and repurchase agreements of any
bank (which may include the Certificate Administrator or the Trustee or its affiliates), (A) if it has a term of three months
or less, (1) the short-term obligations of which are rated in the highest short-term debt rating category of Fitch and KBRA and
(2) the short-term obligations of which are rated in the highest short-term rating category by Moody’s or the long-term
obligations of which are rated at least “A2” by Moody’s, (B) if it has a term of more than three months and
not in excess of six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating
Agency and the long-term obligations of which are rated at least “Aa3” by Moody’s and (C) if it has a term of
more than six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency
and the long-term obligations of which are rated “Aaa” by Moody’s (or, in the case of any such Rating Agency
as set forth in clauses (A) through (C) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating
Agency); provided, however, that the investments described in this clause must (A) have a predetermined
fixed dollar amount of principal due at maturity that cannot vary or change, (B) if such


 






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investments
have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any)
and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their
maturity;


  


(v)          demand
and time deposits in, or certificates of deposit of, or bankers’ acceptances issued by, any bank or trust company, savings
and loan association or savings bank, (A) if it has a term of three months or less, (1) the short-term obligations of which
are rated in the highest short-term debt rating category of Fitch and KBRA and (2) the short-term obligations of which are rated
in the highest short-term rating category by Moody’s or the long-term obligations of which are rated at least “A2”
by Moody’s, (B) if it has a term of more than three months and not in excess of six months, the short-term obligations of
which are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which are rated
at least “Aa3” by Moody’s and (C) if it has a term of more than six months, the short-term obligations of which
are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which are rated “Aaa”
by Moody’s (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating as
is the subject of a Rating Agency Confirmation by such Rating Agency); provided, however, that the investments described
in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change,
(B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index
plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject
to liquidation prior to their maturity;


 


(vi)        debt
obligations, (A) if it has a term of three months or less, (1) the short-term obligations of which are rated in the highest
short-term debt rating category of Fitch and KBRA and (2) the short-term obligations of which are rated in the highest short-term
rating category by Moody’s or the long-term obligations of which are rated at least “A2” by Moody’s, (B)
if it has a term of more than three months and not in excess of six months, the short-term obligations of which are rated in the
highest short-term rating category by each Rating Agency and the long-term obligations of which are rated at least “Aa3”
by Moody’s and (C) if it has a term of more than six months, the short-term obligations of which are rated in the highest
short-term rating category by each Rating Agency and the long-term obligations of which are rated at least “Aaa” by
Moody’s (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating as is
the subject of a Rating Agency Confirmation by such Rating Agency); provided, however, that the investments described
in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change,
(B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index
plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject
to liquidation prior to their maturity;


 






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(vii)       commercial
paper (including both non-interest bearing discount obligations and interest bearing obligations payable on demand or on a specified
date not more than one year after the date of issuance thereof), (A) if it has a term of one month or less, the short-term obligations
of which are rated at least “F1” by Fitch and “P-1” by Moody’s (or, in the case of Moody’s,
the long-term obligations of which are rated at least “A2” by Moody’s) and in the highest short-term debt rating
category of KBRA, if then rated by KBRA; (B) if it has a term of more than one month and not in excess of three months, (1) the
short-term debt obligations of which are rated at least “F1+” by Fitch (or “F1” by Fitch, if the long-term
debt obligations of which are rated at least “AA-” by Fitch), (2) the short-term debt obligations of which are rated
at least “P-1” by Moody’s or the long-term obligations of which are rated at least “A2” by Moody’s
and (3) the short-term debt obligations of which are rated in the highest short-term debt rating category by KBRA, if then rated
by KBRA; (C) if it has a term of more than three months and not in excess of six months, (1) the short-term debt obligations of
which are rated at least “F1+” by Fitch (or “F1” by Fitch, if the long-term debt obligations of which
are rated at least “AA-” by Fitch), (2) the short-term debt obligations of which are rated at least “P-1”
by Moody’s and the long-term debt obligations of which are rated at least “Aa3” by Moody’s and (3) the
short-term debt obligations of which are rated in the highest short-term rating category by KBRA, if then rated by KBRA; and (D)
if it has a term of more than six months, (1) the short-term debt obligations of which are rated at least “F1+” by
Fitch (or “F1” by Fitch, if the long-term debt obligations of which are rated at least “AA-” by Fitch),
(2) the short-term debt obligations of which are rated at least “P-1” by Moody’s and the long-term debt obligations
of which are rated at least “Aaa” by Moody’s and (3) the short-term debt obligations of which are rated in the
highest short -term rating category by KBRA, if then rated by KBRA (or, in the case of any such Rating Agency as set forth in
clauses (A) through (D) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency);
provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal
due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate
must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such
investments must not be subject to liquidation prior to their maturity;


 


(viii)      the
Wells Fargo Advantage Heritage Money Market Fund or any other money market fund (in each case, the “Fund”)
so long as the Fund is rated by Fitch and Moody’s in its highest money market fund ratings category (or, if not rated by
either such Rating Agency, otherwise acceptable to such Rating Agency and KBRA, as confirmed in a Rating Agency Confirmation);


 


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


 






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(x)          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) –
(ix) above, with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum
ratings set forth in the applicable clause is not satisfied with respect to such demand, money market or time deposit, demand
obligation or any other obligation, security or investment;








 


provided,
however, that such instrument continues to qualify as a “cash flow investment” pursuant to Code Section 860G(a)(6)
earning a passive return in the nature of interest and that no instrument or security shall be a Permitted Investment if (i) such
instrument or security evidences a right to receive only interest payments, (ii) the right to receive principal and interest
payments 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, (iii) the rating for such instrument or security includes an “r” designation or
(iv) if such instrument may be redeemed at a price below the purchase price; and provided, further, that 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 Master
Servicer receives an Opinion of Counsel, at the expense of the party directing such Permitted Investment, to the effect that such
investment will not adversely affect the status of the Upper-Tier REMIC or the Lower-Tier REMIC. Permitted Investments that are
subject to prepayment or call may not be purchased at a price in excess of par.


 


Notwithstanding
the foregoing, to the extent that the Loan Documents with respect to a particular Mortgage Loan require the funds in the related
Mortgagor Accounts to be invested in investments other than those itemized in clauses (i) through (ix) above, the Master
Servicer shall invest the funds in such Mortgagor Accounts in accordance with the terms of the related Loan Documents.


 


For
purposes of any condition set forth above, to the effect that any investment or the issuer thereof must have a minimum rating
by KBRA, as applicable, such condition shall be deemed to be waived if such investment or the issuer thereof, as applicable, is
not rated by KBRA, as applicable.


 


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


 


“Permitted
Transferee”: With respect to a Class R Certificate, 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


 






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REMIC
to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Disqualified Non-U.S. Tax Person,
(d) an entity treated as a U.S. partnership if any of its partners, directly or indirectly (other than through a U.S. corporation)
is (or is permitted to be under the partnership agreement) a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with
respect to which income from a Class R Certificate is attributable to a foreign permanent establishment or fixed base, within
the meaning of an applicable income tax treaty, of the transferee or any other U.S. Tax Person.


 


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


 


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


 


“Pool
Special Servicer”: As defined in Section 6.08(i) of this Agreement.


 


“Prepayment
Assumption”: The assumption that there will be zero prepayments with respect to the Mortgage Loans; provided
that it is assumed that each Mortgage Loan with an Anticipated Repayment Date prepays on such date.


 


“Prepayment
Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan that was subject to a Principal Prepayment
in full or in part during the related Prepayment Period, which Principal Prepayment was applied to such Mortgage Loan after the
Due Date in such Prepayment Period, the amount of interest (net of the related Servicing Fee and any related Excess Interest and/or
Default Interest) that accrued for such Mortgage Loan on the amount of such Principal Prepayment during the period commencing
on the date after such Due Date and ending on the date as of which such Principal Prepayment was applied to the unpaid principal
balance of the Mortgage Loan (or any later date through which interest accrues), inclusive, to the extent collected from the related
Mortgagor (exclusive of any related Yield Maintenance Charge or related Excess Interest or related Default Interest that may have
been collected).


 


“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan that was subject to a Principal Prepayment
in full or in part during any Prepayment Period, which Principal Prepayment was applied to such Mortgage Loan prior to the Due
Date in such Prepayment Period, the amount of interest net of the related Servicing Fee and any related Excess Interest and/or
Default Interest) to the extent not collected from the related Mortgagor, that would have accrued on such Mortgage Loan on the
amount of such Principal Prepayment during the period commencing on the date as of which such Principal Prepayment was applied
to the unpaid principal balance of the Mortgage Loan and ending on the day immediately preceding such Due Date, inclusive.


 


“Prepayment
Period”: With respect to any Distribution Date, the period beginning the day after the Determination Date in the month
immediately preceding the month in which such Distribution Date occurs (or on the Cut-Off Date, in the case of the first Distribution
Date) through and including the Determination Date immediately preceding such Distribution Date.


 






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“Prime
Rate”: The “Prime Rate” as published in the “Money Rates” section of The Wall Street Journal,
Eastern edition (or, if such section or publication is no longer available, such other comparable publication as determined by
the Certificate Administrator in its reasonable discretion) as may be in effect from time to time, or, if the “Prime Rate”
no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as
may be in effect from time to time. The Certificate Administrator shall notify in writing the Master Servicer with regard to any
determination of the Prime Rate in accordance with the parenthetical in the preceding sentence.


 


“Principal
Distribution Amount”: For any Distribution Date will be equal to the sum, without duplication, of:


 





(A)          the
Scheduled Principal Distribution Amount for such Distribution Date;


 


(B)          the
Unscheduled Payments of the Mortgage Loans (including the REO Mortgage Loans) received during the related Prepayment Period (or,
in the case of the Non-Serviced Mortgage Loans, as of Business Day immediately preceding the related Master Servicer Remittance
Date); and


 


(C)          the
Principal Shortfall, if any, for such Distribution Date; 



  


provided
that the Principal Distribution Amount for any Distribution Date shall be reduced by the amount of any reimbursements of (i) Nonrecoverable
Advances (including any servicing advance with respect to a Non-Serviced Mortgage Loan under the related Other Pooling and Servicing
Agreement reimbursed out of general collections on the Mortgage Loans) plus interest on such Nonrecoverable Advances that are
paid or reimbursed from principal collections on the Mortgage Loans (including the REO Mortgage Loans) in a period during which
such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date
and (ii) Workout-Delayed Reimbursement Amounts that were paid or reimbursed from principal collections on the Mortgage Loans
(including the REO Mortgage Loans) in a period during which such principal collections would have otherwise been included in the
Principal Distribution Amount for such Distribution Date (provided that, in the case of clause (i) and (ii) above,
if any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including the REO Mortgage Loans)
for a prior Distribution Date are subsequently recovered on the related Mortgage Loan (including an REO Mortgage Loan), such recovery
will increase the Principal Distribution Amount for the Distribution Date related to the applicable Prepayment Period in which
such recovery occurs).


 


The
principal component of the amounts set forth above shall be determined in accordance with Section 1.02 hereof.


 


“Principal
Prepayment”: Any payment of principal made by a Mortgagor on a Mortgage Loan or Serviced Whole Loan which is received
in advance of its scheduled Due Date and which is not accompanied by an amount of interest representing the full amount of scheduled
interest due on any date or dates in any month or months subsequent to the month of prepayment


 






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other
than any amount paid in connection with the release of the related Mortgaged Property through defeasance.


 


“Principal
Shortfall”: For any Distribution Date, the amount, if any, by which (i) the Principal Distribution Amount for the
preceding Distribution Date exceeds (ii) the aggregate amount actually distributed with respect to principal on the Certificates
on such preceding Distribution Date in respect of such Principal Distribution Amount.


 


“Private
Certificates”: The Class E, Class F, Class G, Class S and Class R Certificates.


 


“Privileged
Information”: Any (i) correspondence or other communications between the Controlling Class Representative (and,
in the case of a Serviced Whole Loan, the related Companion Loan Holder (or its Companion Loan Holder Representative)) and the
Special Servicer related to any Specially Serviced Loan or the exercise of the consent or consultation rights of the Controlling
Class Representative under this Agreement and/or a Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative
or other designee) under the related Co-Lender Agreement, (ii) strategically sensitive information that the Special Servicer
has reasonably determined could compromise the Trust Fund’s position in any ongoing or future negotiations with the related
Mortgagor or other interested party, and (iii) information subject to attorney-client privilege.


 


“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, taxing
authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and
not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator, any affected Companion Loan Holder and the Trustee,
as evidenced by an Opinion of Counsel (which shall be an Additional Trust Fund Expense) delivered to each of the Master Servicer,
the Special Servicer, the Hyatt Place Texas Portfolio Companion Loan Holder (with respect to the Hyatt Place Texas Portfolio Whole
Loan prior to the Hyatt Place Texas Portfolio Companion Loan Securitization Date), 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 Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer, any Excluded
Special Servicer, if any, the Controlling Class Representative (but only for so long as a Consultation Termination Event has not
occurred and is not continuing), any Companion Loan Holder that delivers an Investor Certification, the Trustee, the Certificate
Administrator, the Operating Advisor, the Mortgage Loan Sellers, a designee of the Depositor and any Person who provides the Certificate
Administrator with an Investor Certification, which Investor Certification may be submitted electronically via the Certificate
Administrator’s Website; provided that (i) other than with respect to an Excluded Controlling Class Holder or a Special
Servicer that is a Borrower Party, in no event shall a


 






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Borrower
Party be considered a Privileged Person, (ii) in no event shall an Excluded Controlling Class Holder be entitled to Excluded Information
with respect to an Excluded Controlling Class Loan with respect to which it is a Borrower Party (but this exclusion shall not
apply to any other Mortgage Loan), and (iii) with respect to a Special Servicer that obtains knowledge that it has become a Borrower
Party, such Special Servicer shall be prohibited from viewing or otherwise retrieving any Excluded Special Servicer Information
related to such Excluded Special Servicer Loan.


 


“Property
Advance”: As to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Whole Loan or REO Property, any
advance made by the Master Servicer or the Trustee in respect of Property Protection Expenses, together with all other customary,
reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and fees and expenses
of real estate brokers) incurred by the Master Servicer, the Special Servicer or the Trustee in connection with the servicing
and administration of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if a default is imminent
thereunder or a default, delinquency or other unanticipated event has occurred with respect thereto, or in connection with the
administration of any REO Property, including, but not limited to, the cost of (a) compliance with the obligations of the
Master Servicer, the Special Servicer or the Trustee, if any, set forth in Sections 2.03, 3.04 and 3.07
of this Agreement, (b) the preservation, insurance, restoration, protection and management of a Mortgaged Property, (c) obtaining
any Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, (d) any enforcement or judicial proceedings with respect
to a Mortgaged Property, including foreclosures, (e) any Appraisal or any other appraisal or update thereof expressly permitted
or required to be obtained hereunder and (f) the operation, management, maintenance and liquidation of any REO Property;
provided that, notwithstanding anything to the contrary, “Property Advances” shall not include allocable overhead
of the Master Servicer, the Special Servicer or the Trustee, such as costs for office space, office equipment, supplies and related
expenses, employee salaries and related expenses and similar internal costs and expenses, or costs and expenses incurred by any
such party in connection with its purchase of any Mortgage Loan or REO Property pursuant to any provision of this Agreement or
an intercreditor agreement. Each reference to the payment or reimbursement of a Property Advance shall be deemed to include, whether
or not specifically referred to, payment or reimbursement of interest thereon at the Advance Rate from and including the date
of the making of such Advance to but excluding the date of payment or reimbursement.


 


“Property
Protection Expenses”: Any costs and expenses incurred by the Master Servicer, the Special Servicer or the Trustee pursuant
to Sections 3.04, 3.07, 3.10(f), 3.10(g) and 3.17(b) or indicated herein as being a cost or
expense of the Lower-Tier REMIC to be advanced by the Master Servicer or the Trustee, as applicable.


 


“Prospectus”:
The prospectus dated February 9, 2015, relating to the Public Certificates.


 


“Prospectus
Supplement”: The prospectus supplement dated October 16, 2015, relating to the Public Certificates.


 






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


 


“Public
Documents”: As defined in Section 4.02(a) of this Agreement.


 


“Public
Global Certificates”: A Global Certificate relating to a Class of Public Certificates.


 


“Purchase
Price”: With respect to any Mortgage Loan (or REO Property), a price equal to the following: (a) the outstanding
principal balance of such Mortgage Loan (or the related REO Mortgage Loan) as of the date of purchase; plus (b) all
accrued and unpaid interest on the principal balance of such Mortgage Loan (or the related REO Mortgage Loan), other than Excess
Interest or Default Interest, at the related Mortgage Loan Rate in effect from time to time through the Due Date in the Collection
Period of purchase; plus (c) all related unreimbursed Property Advances (including any Property Advances and Advance Interest
Amounts that were reimbursed out of general collections on the Mortgage Loans) (or, in the case of any Non-Serviced Mortgage Loan,
the pro rata portion of any comparable amounts allocable to such Mortgage Loan and payable with respect thereto pursuant
to the related Co-Lender Agreement); plus (d) all accrued and unpaid Advance Interest Amounts in respect of related Advances (or,
in the case of any Non-Serviced Mortgage Loan, all comparable amounts with respect to P&I Advances related to such Non-Serviced
Mortgage Loan and, with respect to outstanding Property Advances, the pro rata portion of any comparable amounts payable
with respect thereto pursuant to the related Co-Lender Agreement); plus (e) any unpaid Special Servicing Fees and any other
unpaid Additional Trust Fund Expenses outstanding or previously incurred in respect of the related Mortgage Loan (or, in the case
of any Non-Serviced Mortgage Loan, the pro rata portion of any comparable amounts allocable to such Mortgage Loan and payable
with respect thereto pursuant to the related Co-Lender Agreement); plus (f) if such Mortgage Loan is being purchased by a
Mortgage Loan Seller pursuant to Section 6 of the related Loan Purchase Agreement, all expenses incurred or to be incurred
by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee in respect of the Breach
or Document Defect giving rise to the repurchase or substitution obligation (to the extent not otherwise included in the amount
described in clause (c) above) and, if the applicable Mortgage Loan Seller repurchases or substitutes for such Mortgage Loan
more than 120 days following the earlier of the responsible party’s discovery or receipt of notice of the subject Material
Breach or Material Document Defect, as the case may be, a Liquidation Fee. With respect to any REO Property that relates to a
Serviced Whole Loan, the Purchase Price for the Trust Fund’s interest in such REO Property shall be the amount calculated
in accordance with the first sentence of this definition in respect of the related REO Mortgage Loan and, solely for purposes
of calculating fair prices under the final sentence of Section 3.17(k) of this Agreement, such amount shall be calculated
as if the REO Mortgage Loan consisted of the REO Mortgage Loan and the related REO Companion Loan, if applicable.


 


“Qualified
Bidder”: As defined in Section 7.01(b) of this Agreement.


 


“Qualified
Institutional Buyer”: A “qualified institutional buyer” within the meaning of Rule 144A.


 






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“Qualified
Insurer”: As used in Sections 3.08 and 5.10 of this Agreement, in the case of (i) all policies
not referred to in clause (ii) below, an insurance company or security or bonding company qualified to write the related
insurance policy in the relevant jurisdiction and whose claims paying ability is rated at least “A” by Fitch (or,
if not rated by Fitch, an equivalent rating such as that listed above by (A) at least two NRSROs (which may include S&P, DBRS,
Moody’s and/or A.M. Best) or (B) one NRSRO (which may include KBRA and/or Moody’s) and A.M. Best Company) and at least
“A3” by Moody’s (or, if not rated by Moody’s, an equivalent rating by (A) at least two NRSROs (which may
include KBRA and/or Fitch) or (B) one NRSRO (which may include KBRA and/or Fitch) and A.M. Best Company), (ii) in the case
of the fidelity bond and the errors and omissions insurance required to be maintained pursuant to Section 3.08(c)
of this Agreement, a company that shall have a claim paying ability rated at least as follows by at least one of the following
NRSROs: “A-” by S&P, “A3” by Moody’s, “A-” by Fitch or “A:X” by A.M.
Best, or (iii) in either case, an insurance company not satisfying the ratings criteria of any Rating Agency set forth in clause (i)
or (ii), as applicable, but with respect to which the Master Servicer or the Special Servicer, as applicable,
has received a Rating Agency Confirmation from such Rating Agency. “Qualified Insurer” shall also mean any entity
that satisfies all of the criteria, other than the ratings criteria, set forth in one of the foregoing clauses and whose obligations
under the related insurance policy are guaranteed or backed by an entity that satisfies the ratings criteria set forth in such
clause (construed as if such entity were an insurance company referred to therein).


 


“Qualified
Mortgage”: A Mortgage Loan that is a “qualified mortgage” within the meaning of Code Section 860G(a)(3)
(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
Substitute Mortgage Loan”: A mortgage loan that must, on the date of substitution: (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance of the deleted Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs; (ii) have a Mortgage Loan Rate not less than the Mortgage Loan Rate
of the deleted Mortgage Loan; (iii) have the same Due Date as and grace period no longer than that of the deleted Mortgage
Loan; (iv) accrue interest on the same basis as the deleted Mortgage Loan (for example, on the basis of a 360-day year consisting
of twelve 30-day months); (v) have a remaining term to stated maturity not greater than, and not more than two years less
than, the remaining term to stated maturity of the deleted Mortgage Loan; (vi) have a then-current loan-to-value ratio equal
to or less than the lesser of (a) the loan-to-value ratio of the deleted Mortgage Loan as of the Cut-Off Date and (b) 75%,
in each case using the “value” for the Mortgaged Property as determined using an Appraisal; (vii) comply (except
in a manner that would not be adverse to the interests of the Certificateholders) as of the date of substitution in all material
respects with all of the representations and warranties set forth in the applicable Loan Purchase Agreement; (viii) have
an environmental report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property
and which will be delivered as a part of the related Mortgage File; (ix) have a then-current debt service coverage ratio
at least equal to the greater of (a) the debt service coverage ratio of the deleted Mortgage Loan as of the Closing Date
and (b) 1.25x; (x) constitute a “qualified replacement mortgage” within the meaning of Code


 






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Section 860G(a)(4)
as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan Seller’s expense); (xi) not have a
maturity date or an amortization schedule that extends to a date that is after the date that is three years prior to the Rated
Final Distribution Date; (xii) have prepayment restrictions comparable to those of the deleted Mortgage Loan; (xiii) not
be substituted for a deleted Mortgage Loan unless the Trustee and the Certificate Administrator have received a prior Rating Agency
Confirmation (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable Mortgage Loan Seller);
(xiv) have been approved, so long as a Consultation Termination Event has not occurred and is not continuing, by the Controlling
Class Representative; (xv) prohibit defeasance within two years of the Closing Date; (xvi) not be substituted for a
deleted Mortgage Loan if it would result in the termination of the REMIC status of a Trust REMIC or the imposition of tax on a
Trust REMIC other than a tax on income expressly permitted or contemplated to be imposed by the terms of this Agreement, as determined
by an Opinion of Counsel; (xvii) have an engineering report with respect to the related Mortgaged Property that will be delivered
as a part of the related Servicing File; and (xviii) be current in the payment of all scheduled payments of principal and
interest then due. In the event that more than one mortgage loan is substituted for a deleted Mortgage Loan or Mortgage Loans,
then the amounts described in clause (i) above shall be determined on the basis of aggregate principal balances and each
such proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements specified in clauses (ii)
through (xviii) above; provided that the rates described in clause (ii) above and the remaining term to stated maturity
referred to in clause (v) above shall be determined on a weighted average basis; provided further, that no
individual Mortgage Loan Rate (net of the Administrative Cost Rate) shall be lower than the highest fixed Pass-Through Rate (and
not based on, or subject to a cap equal to, the WAC Rate) of any Class of Sequential Pay Certificates or any Class PEZ
Regular Interest having a Certificate Principal Amount then outstanding. When a Qualified Substitute Mortgage Loan is substituted
for a deleted Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the Mortgage Loan meets all of the requirements
of the above definition and shall send such certification to the Certificate Administrator and the Trustee and, prior to the occurrence
and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


“Rated
Final Distribution Date”: The Distribution Date occurring in October 2048.


 


“Rating
Agency”: Each of Moody’s, Fitch and KBRA or their successors in interest. If no such rating agency nor any successor
thereof remains in existence, “Rating Agency” shall be deemed to refer to such nationally recognized statistical rating
organization or other comparable Person designated by the Depositor, notice of which designation shall be given to the Trustee,
the Certificate Administrator, the Special Servicer, the Master Servicer and the Operating Advisor, and specific ratings of Moody’s,
Fitch and KBRA herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor)
of the party so designated. References herein to the highest long-term unsecured debt rating category of Moody’s, Fitch
and KBRA shall mean “Aaa” with respect to Moody’s and “AAA” with respect to Fitch and KBRA, and,
in the case of any other rating agency, shall mean such highest rating category without regard to any plus or minus or numerical
qualification.


 






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“Rating
Agency Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by each
applicable Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result
in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated
by the Rating Agency); provided that upon receipt of a written waiver or other acknowledgment from the Rating Agency indicating
its decision not to review or declining to review the matter for which the Rating Agency Confirmation is sought (such written
notice, a “Rating Agency Declination”), or as otherwise provided in Section 3.30 of this Agreement,
the requirement for the Rating Agency Confirmation from the applicable Rating Agency with respect to such matter shall not apply.


 


“Rating
Agency Declination”: As defined in the definition of “Rating Agency Confirmation” in this Agreement.


 


“Realized
Loss”: With respect to any Distribution Date, the amount, if any, by which (A) the aggregate Certificate Principal
Amount of all Classes of Sequential Pay Certificates (other than the Exchangeable Certificates) and the Class PEZ Regular
Interests, after giving effect to distributions on such Distribution Date exceeds (B) the aggregate Stated Principal Balance
of the Mortgage Loans (including any REO Mortgage Loans) (for purposes of this calculation only, not giving effect to any reductions
of the Stated Principal Balance for principal payments received on the Mortgage Loans that were used to reimburse the Master Servicer
or the Trustee from general collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent
such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) after giving effect
to any and all reductions thereon on such Distribution Date. The allocation of Realized Losses may be reversed as provided in
Section 4.01(f) of this Agreement.


 


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


 


“Regular
Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A,
Class X-B, Class D, Class X-D, Class E, Class F and Class G Certificates.


 


“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.


 


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


 


“Regulation S
Global Certificates”: As defined in Section 5.02(c)(i) of this Agreement.


 






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“Regulation S
Investor”: With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate
pursuant to Regulation S.


 


“Relevant
Distribution Date”: With respect to (a) any Significant Obligor with respect to the Trust, the Distribution Date, and
(b) any Significant Obligor with respect to an Other Securitization Trust, the “Distribution Date” (or an analogous
concept) under the related Other Pooling and Servicing Agreement.


 


“Relevant
Servicing Criteria” means the Servicing Criteria applicable to a specific party, as set forth on Exhibit O
to this Agreement. For clarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria.
With respect to a Servicing Function Participant engaged by the Master Servicer, the Special Servicer or the Certificate Administrator,
the term “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to the
Master Servicer, the Special Servicer or the Certificate Administrator.


 


“Remaining
Certificateholder”: Any Holder (or Holders provided they act in unanimity) holding 100% of the Certificates (other
than the Class S and Class R Certificates) or an assignment of the voting rights thereof; provided, however,
that the Certificate Principal Amounts of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class A-S, Class B, Class PEZ, Class C and Class D Certificates and the Notional Amount of the Class
X-A, Class X-B and Class X-D Certificates have been reduced to zero.


 


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


 


“REMIC
Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear
at Section 860A through 860G of subchapter M of chapter 1 of the Code, and related provisions, and regulations (including
any applicable proposed regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.


 


“Rents
from Real Property”: With respect to any REO Property, gross income of the character described in Code Section 856(d),
which income, subject to the terms and conditions of that Section of the Code in its present form, does not include:


 





(1)          except
as provided in Code Section 856(d)(4) or (6), any amount received or accrued, directly or indirectly, with respect to
such REO Property, if the determination of such amount depends in whole or in part on the income or profits derived by any Person
from such property (unless such amount is a fixed percentage or percentages of receipts or sales and otherwise constitutes Rents
from Real Property);


 


(2)          any
amount received or accrued, directly or indirectly, from any Person if the Trust Fund owns directly or indirectly (including by
attribution) a ten percent or greater interest in such Person determined in accordance with Code Sections 856(d)(2)(B)
and (d)(5);


 






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(3)          any
amount received or accrued, directly or indirectly, with respect to such REO Property if any Person Directly Operates such REO
Property;


 


(4)          any
amount charged for services that are not customarily furnished in connection with the rental of property to tenants in buildings
of a similar class in the same geographic market as such REO Property within the meaning of Treasury Regulations Section 1.856-4(b)(1) (whether
or not such charges are separately stated); and


 


(5)          rent
attributable to personal property unless such personal property is leased under, or in connection with, the lease of such REO
Property and, for any taxable year of the Trust Fund, such rent is no greater than 15 percent of the total rent received or accrued
under, or in connection with, the lease.





 


“REO
Account”: A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.16
of this Agreement on behalf of the Trustee for the benefit of the Certificateholders and the Companion Loan Holders, which
(subject to any changes in the identities of the Special Servicer or the Trustee) shall be entitled “[Midland Loan Services,
a Division of PNC Bank, National Association] [the successor Special Servicer], as Special Servicer on behalf of U.S. Bank National
Association, as Trustee, for the benefit of the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage
Pass-Through Certificates, Series 2015-GC34 and the Companion Loan Holder REO Account, as their interests may appear.”
Any such account or accounts shall be an Eligible Account.


 


“REO
Companion Loan”: Any Companion Loan as to which the related Mortgaged Property has become an REO Property.


 


“REO
Extension”: As defined in Section 3.16(a) of this Agreement.


 


“REO
Mortgage Loan”: Any Mortgage Loan as to which the related Mortgaged Property has become an REO Property or a beneficial
interest in a Mortgaged Property acquired upon a foreclosure or deed-in-lieu of foreclosure of any of the Non-Serviced Mortgage
Loans under the applicable Other Pooling and Servicing Agreement. For the avoidance of doubt, any such beneficial interest will
not be serviced by the Special Servicer under this Agreement.


 


“REO
Proceeds”: With respect to any REO Property and the related REO Mortgage Loan and REO Companion Loan, all revenues and
proceeds received by the Special Servicer with respect to such REO Property, REO Mortgage Loan or REO Companion Loan which do
not constitute Liquidation Proceeds.


 


“REO
Property”: A Mortgaged Property title to which has been acquired on behalf of the Trust Fund and any related Companion
Loan Holder through foreclosure, deed in lieu of foreclosure or otherwise; provided that a Mortgaged Property that secures
each Non-Serviced Mortgage Loan shall constitute an REO Property if and when it is acquired under the applicable Other Pooling
and Servicing Agreement on behalf of the Trustee for the benefit of the Trust Fund as the holder of such Non-Serviced Mortgage
Loan and of the related Companion Loan Holder(s) through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise
in


 






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accordance
with applicable law in connection with a default or imminent default of such Non-Serviced Mortgage Loan.


 


“REO
Serviced Companion Loan”: Any Serviced Companion Loan as to which the related Mortgaged Property has become an REO Property.


 


“REO
Whole Loan”: Any Whole Loan as to which the related Mortgaged Property has become an REO Property.


 


“Reportable
Event”: As defined in Section 10.06 of this Agreement.


 


“Reporting
Servicer”: As defined in Section 10.08 of this Agreement.


 


“Repurchase
Communication”: For purposes of Sections 2.03(a) and 3.01(c) of this Agreement only, any communication,
whether oral or written, which need not be in any specific form.


 


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


 


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


 


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


 


“Request
for Release”: A request for a release signed by a Servicing Officer, substantially in the form of Exhibit C
hereto.


 


“Requesting
Holders”: As defined in Section 3.10(a) of this Agreement.


 


“Requesting
Party”: As defined in Section 3.30(a) of this Agreement.


 


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


 


“Responsible
Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee (and,
in the event that the Trustee is the Certificate Registrar or the Paying Agent, of the Certificate Registrar or the Paying Agent,
as applicable) assigned to the Corporate Trust Office with direct responsibility for the administration of this Agreement
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 and (ii) the Certificate Administrator (and, in the event that the
Certificate Administrator is the Certificate Registrar, the Custodian or the Paying Agent, of the Certificate Registrar, the Custodian
or the Paying Agent, as applicable), 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 because of such officer’s knowledge of and


 






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familiarity
with the particular subject. When used with respect to any Certificate Registrar (other than the Trustee or the Certificate Administrator),
any officer or assistant officer thereof.


 


“Restricted
Mezzanine Holder”: A holder of a related mezzanine loan that has accelerated, or otherwise begun to exercise its remedies
with respect to, such mezzanine loan (unless such mezzanine holder is stayed pursuant to a written agreement or court order or
as a matter of law from exercising remedies associated with foreclosure of the equity collateral under such mezzanine loan).


 


“Restricted
Party”: As defined in the definition of “Privileged Information Exception” in this Agreement.


 


“Restricted
Period”: As defined in Section 5.02(c)(i) of this Agreement.


 


“Review
Package”: A package of documents consisting of a memorandum outlining the analysis and recommendation (in accordance
with the Servicing Standard) of the Master Servicer or the Special Servicer, as the case may be, with respect to the matters that
are the subject thereof, and copies of all relevant documentation.


 


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


 


“Rule 144A”:
Rule 144A under the Securities Act.


 


“Rule 144A
Global Certificates”: As defined in Section 5.02(c)(ii) of this Agreement.


 


“Rule
15Ga-1”: Rule 15Ga-1 under the Exchange Act.


 


“Rule
17g-5”: Rule 17g-5 under the Exchange Act.


 


“S&P”:
Standard & Poor’s Ratings Services, and its successors in interest.


 


“Sarbanes-Oxley
Act” means the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including
any interpretations thereof by the Commission’s staff).


 


“Sarbanes-Oxley
Certification”: As defined in Section 10.04 of this Agreement.


 


“Scheduled
Principal Distribution Amount”: For any Distribution Date will be equal to the sum, without duplication, of:


 





(A)          the
principal component of all scheduled Monthly Payments and Balloon Payments which became due on the related Due Date in the related
Collection Period (if received by the Master Servicer by the Business Day prior to the Master Servicer Remittance Date or (other
than Balloon Payments) advanced


 






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by
the Master Servicer or the Trustee in respect of such Distribution Date) with respect to the Mortgage Loans (including any
REO Mortgage Loans); and


 


(B)          the
principal component of any payment on any Mortgage Loan (including an REO Mortgage Loan) received or applied on or after the date
on which such payment was due on deposit in the Collection Account as of the related Determination Date (or, in the case of the
Non-Serviced Mortgage Loans, by the Business Day immediately preceding the related Master Servicer Remittance Date), net of the
principal portion of any unreimbursed P&I Advances related to such Mortgage Loan.


 


“Securities
Act”: The Securities Act of 1933, as it may be amended from time to time and the rules and regulations thereunder.


 


“Sequential
Pay Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S,
Class B, Class C, Class D, Class E, Class F and Class G Certificates, collectively.


 


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


 


“Serviced
Companion Loan”: The 750 Lexington Avenue Companion Loan, the DoubleTree Hotel Universal Companion Loan and the Hyatt
Place Texas Portfolio Companion Loan (prior to the Hyatt Place Texas Portfolio Companion Loan Securitization Date).


 


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


 


“Serviced
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 that is part of the Serviced Whole Loan (or
a portion thereof or interest therein).


 


“Serviced
Whole Loan”: The 750 Lexington Avenue Whole Loan (which shall include any successor REO Whole Loan), the DoubleTree
Hotel Universal Whole Loan (which shall include any successor REO Whole Loan) and the Hyatt Place Texas Portfolio Whole Loan (prior
to the Hyatt Place Texas Portfolio Companion Loan Securitization Date) (which shall include any successor REO Whole Loan).


 


“Serviced
Whole Loan Custodial Account”: With respect to the Serviced Whole Loan, the respective segregated account or sub-account
or established as a ledger entry account created and maintained by the Master Servicer pursuant to Section 3.05A of this
Agreement on behalf of the holders of such Serviced Whole Loan, which (subject to any changes in the identities of the Master
Servicer or the Trustee) shall be entitled “Wells Fargo Bank, National


 






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Association,
as Master Servicer on behalf of U.S. Bank National Association, as Trustee, for the benefit of the registered Holders of GS Mortgage
Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34, and the related Companion Loan Holder,
as their interests may appear.”


 


“Serviced
Whole Loan Special Servicer”: Any Person responsible for performing the duties of a special servicer hereunder with
respect to the Serviced Whole Loan or any related REO Property.


 


“Servicer”:
As defined in Section 10.01(b) of this Agreement.


 


“Servicer
Indemnified Party”: As defined in Section 8.05(c) of this Agreement.


 


“Servicer
Termination Event”: As defined in Section 7.01 of this Agreement.


 


“Servicing
Criteria”: The criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such may be amended
from time to time.


 


“Servicing
Fee”: With respect to each Mortgage Loan or Serviced Companion Loan (including if it is or is part of a Specially Serviced
Loan) or any successor REO Mortgage Loan or successor REO Serviced Companion Loan and for any Distribution Date, the amount accrued
during the related Interest Accrual Period at the related Servicing Fee Rate on the Stated Principal Balance of such Mortgage
Loan or such Serviced Companion Loan, as the case may be, as of the close of business on the Distribution Date in such Interest
Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis
respecting which any related interest payment due or deemed due on the related Mortgage Loan or Serviced Whole Loan is computed
and shall be prorated for partial periods.


 


For
the avoidance of doubt, (1) the Servicing Fee shall be payable from the Lower-Tier REMIC and (2) the portion thereof payable
with respect to each Non-Serviced Mortgage Loan to an Other Master Servicer shall be paid under the applicable Other Pooling and
Servicing Agreement, shall not be payable to the Master Servicer and will previously have been deducted by an Other Master Servicer
prior to remittance to the Trust and shall not be withdrawn from the Collection Account.


 


“Servicing
Fee Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) (or any successor REO Mortgage
Loan with respect thereto), the per annum rate equal to the sum of the rates set forth under the columns labeled “Servicing
Fee Rate %” and “Sub-Servicing Fee Rate %” on the Mortgage Loan Schedule and with respect to (a) each of the
750 Lexington Avenue Companion Loan and the DoubleTree Hotel Universal Companion Loan, 0.0050% per annum and (b) the Hyatt
Place Texas Portfolio Companion Loan (prior to the Hyatt Place Texas Portfolio Companion Loan Securitization Date), 0.0350% per
annum.


 


“Servicing
File”: Any documents (other than documents required to be part of the related Mortgage File but including copies of
such documents required to be part of the related Mortgage File) related to the origination or the servicing of the Mortgage
Loans or Companion Loans that are in the possession of or under the control of the applicable Mortgage Loan Seller,


 






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including
but not limited to appraisals, environmental reports, engineering reports, legal opinions, and the applicable Mortgage Loan Seller’s
asset summary, delivered to the Master Servicer or the Special Servicer; provided that no information that is proprietary
to the related Mortgage Loan Seller nor any draft documents, privileged or internal communications, credit underwriting, due diligence
analysis or data shall be required to be delivered as part of the Servicing File. Notwithstanding anything to the contrary contained
herein, with respect to each Non-Serviced Mortgage Loan, the Servicing File shall consist of a copy of each Servicing File delivered
under the applicable Other Pooling and Servicing Agreement.


 


“Servicing
Function Participant” Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Certificate
Administrator, the Operating Advisor, the Master Servicer, the Special Servicer and the Trustee, that is performing activities
with respect to the Trust Fund that address the Servicing Criteria, unless such Person’s activities relate only to 5% or
less of the Mortgage Loans by unpaid principal balance calculated in accordance with the provisions of Regulation AB.


 


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


 


“Servicing
Standard”: With respect to the Master Servicer or the Special Servicer, to service and administer the Mortgage Loans,
the Serviced Whole Loans and any REO Properties that such party is obligated to service and administer pursuant to this Agreement
on behalf of the Trust Fund and the Trustee (as trustee for Certificateholders or, with respect to each Serviced Whole Loan, on
behalf of the Certificateholders and the Companion Loan Holder(s), as a collective whole as if such Certificateholders and any
related Companion Loan Holder(s) constituted a single lender) as determined in the good faith and reasonable judgment of the Master
Servicer or the Special Servicer, as the case may be: (i) in accordance with the higher of the following standards of care:
(A) with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case
may be, services and administers comparable mortgage loans with similar borrowers and comparable REO properties for other third-party
portfolios (giving due consideration to the customary and usual standards of practice of prudent institutional commercial mortgage
lenders servicing their own mortgage loans and REO properties), and (B) with the same care, skill, prudence and diligence
with which the Master Servicer or the Special Servicer, as the case may be, services and administers comparable mortgage loans
and REO properties owned by the Master Servicer or the Special Servicer, as the case may be, and in either case, exercising reasonable
business judgment and acting in accordance with applicable law, the terms of this Agreement and the terms of the respective Mortgage
Loan or Serviced Whole Loan; (ii) with a view to: the timely recovery of all payments of principal and interest, including Balloon
Payments, under the Mortgage Loans and Serviced Whole Loans or, in the case of (1) a Specially Serviced Loan or (2) a Mortgage
Loan or Serviced


 






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Whole
Loan as to which the related Mortgaged Property is an REO Property, the maximization of recovery on the Mortgage Loan to the Certificateholders
(as a collective whole as if such Certificateholders constituted a single lender) (or, if any Serviced Companion Loan is involved,
with a view to the maximization of recovery on the related Serviced Whole Loan to the Certificateholders and the related Companion
Loan Holder(s) (as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender)) of
principal and interest, including Balloon Payments, on a present value basis (the relevant discounting of anticipated collections
that will be distributable to the Certificateholders (or, in the case of any Serviced Whole Loan, to the Certificateholders and
the related Companion Loan Holder) to be performed at the Calculation Rate); and (iii) without regard to (A) any relationship,
including as lender on any other debt, that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate
thereof, may have with any of the related Mortgagors, or any Affiliate thereof, or any other party to this Agreement; (B) the
ownership of any Certificate (or any Serviced Companion Loan or other indebtedness secured by the related Mortgaged Property or
any certificate backed by a Companion Loan) by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate
thereof; (C) the obligation of the Master Servicer to make Advances; (D) the right of the Master Servicer or the Special Servicer,
as the case may be, or any Affiliate thereof, to receive compensation or reimbursement of costs hereunder generally or with respect
to any particular transaction; and (E) the ownership, servicing or management for others of any other mortgage loan or real property
not subject to this Agreement by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; provided
that the foregoing standards shall only apply with respect to each Non-Serviced Mortgage Loan and any related REO Property
to the extent that the Master Servicer or the Special Servicer has any express duties or rights to grant consent with respect
thereto pursuant to this Agreement.


 


“Servicing
Transfer Event”: With respect to any Mortgage Loan or any Serviced Whole Loan, the occurrence of any of the events described
in clauses (a) through (g) of the definition of “Specially Serviced Loan”.


 


“Significant
Obligor”: Any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect
to the Trust.


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year) and each Significant Obligor (or “significant obligor” (within the meaning of Item 1101(k) of
Regulation AB) with respect to an Other Securitization Trust, as applicable), the date that is fifteen (15) days after the Relevant
Distribution Date occurring on or immediately following the date by which the related Mortgagor is required to deliver quarterly
financial statements to the lender under the related Loan Agreement in connection with such calendar quarter (which date, in the
case of each Significant Obligor, is set forth in Section 10.10 for any Significant Obligor with respect to the Trust).


 


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


 


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


 






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“SMC”:
Starwood Mortgage Capital LLC, a Delaware limited liability company, and its successors in interest.


 


“SMC
Guaranty”: The letter agreement dated as of October 1, 2015, by SMC, for the benefit of the Depositor.


 


“SMF”:
Starwood Mortgage Funding I LLC, a Delaware limited liability company, and its successors in interest.


 


“SMF
Loan Purchase Agreement”: The Mortgage Loan Purchase Agreement, dated as of October 1, 2015, by and between SMF and
the Depositor.


 


“Special
Notice”: Any (a) notice transmitted to Certificateholders pursuant to Section 5.07(c) of this Agreement,
(b) notice of any request by at least 25% of the Voting Rights of the Certificates to terminate and replace the Special Servicer
pursuant to Section 6.08(a) of this Agreement and (c) notice of any request by at least 15% of the Voting Rights
of the Non-Reduced Certificates to terminate and replace the Operating Advisor pursuant to Section 7.06(b) of this
Agreement.


 


“Special
Servicer”: Midland Loan Services, a Division of PNC Bank, National Association, a national banking association, or its
successor in interest, or any successor Special Servicer appointed as provided herein (including with respect to any Excluded
Special Servicer Loan, if any, the related Excluded Special Servicer appointed pursuant to Section 6.08(j) of this Agreement,
as applicable and as the context may require).


 


“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
Servicing Compensation”: With respect to any Mortgage Loan, Serviced Whole Loan or REO Property, any of the Special
Servicing Fee, the Workout Fee, and the Liquidation Fee which shall be due to the Special Servicer or any other fee due to the
Special Servicer pursuant to Section 3.12 of this Agreement.


 


“Special
Servicing Fee”: With respect to each Specially Serviced Loan and any REO Property (other than any interest in REO Property
acquired with respect to any Non-Serviced Mortgage Loan) and any Distribution Date, an amount accrued during the related Interest
Accrual Period at the applicable Special Servicing Fee Rate on the Stated Principal Balance of such Specially Serviced Loan
as of the close of business on the Distribution Date in such Interest Accrual Period; provided that such amounts shall
be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed
due on the related Mortgage Loan, Companion Loan or Whole Loan, as applicable, is computed and shall be prorated for partial periods.
For the avoidance of doubt, the Special Servicing Fee shall be deemed payable from the Lower-Tier REMIC.


 


“Special
Servicing Fee Rate”: With respect to any Specially Serviced Loan or REO Property, a rate equal to (a) 0.25% per
annum or (b) if such rate in clause (a) would result in a Special Servicing Fee with respect to a Specially Serviced
Loan or REO Property (other than


 






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an
REO Property acquired with respect to any Non-Serviced Whole Loan) that would be less than $3,500 in any given month, then the
Special Servicing Fee Rate for such month for such Specially Serviced Loan or REO Property shall be the higher per annum
rate as would result in a Special Servicing Fee equal to $3,500 for such month with respect to such Specially Serviced Loan or
REO Property.


 


“Specially
Serviced Loan”: Any Mortgage Loan (excluding a Non-Serviced Mortgage Loan) or Serviced Whole Loan (including a related
REO Mortgage Loan and, if applicable, an REO Serviced Companion Loan) as to which any of the following events has occurred:


 





(a)          the
related Mortgagor has failed to make when due any Monthly Payment or a Balloon Payment, which failure continues unremedied (without
regard to any grace period):


 


(i)           except
in the case of a Balloon Mortgage Loan delinquent in respect of its Balloon Payment, for 60 days beyond the date on which the
subject payment was due, or


 


(ii)          in
the case of a delinquent Balloon Payment, (A) 60 days beyond the date on which such Balloon Payment was due (except as described
in clause B below) or (B) in the case of a Mortgage Loan or Serviced Whole Loan delinquent with respect to the Balloon Payment
as to which the related Mortgagor delivered to the Master Servicer or the Special Servicer (and in either such case the Master
Servicer or the Special Servicer, as applicable, shall promptly deliver a copy thereof to the other servicer), a refinancing commitment
acceptable to the Special Servicer prior to the date 60 days after the Balloon Payment was due, for 120 days beyond the date on
which the Balloon Payment was due (or such shorter period beyond the date on which that Balloon Payment as due during which the
refinancing is scheduled to occur);


 


(b)          there
shall have occurred a default (other than as set forth in clause (a) above and other than an Acceptable Insurance Default)
that (i) in the judgment of the Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent
of the Controlling Class Representative (unless a Control Termination Event has occurred and is continuing) or, in the case of
the Hyatt Place Texas Portfolio Whole Loan, with the consent of the Hyatt Place Texas Portfolio Companion Loan Holder (or its
representative)) materially impairs the value of the related Mortgaged Property as security for the Mortgage Loan or Serviced
Whole Loan or otherwise materially adversely affects the interests of Certificateholders in the Mortgage Loan (or, in the case
of a Serviced Whole Loan, the interests of the Certificateholders or the related Companion Loan Holder in the Serviced Whole Loan),
and (ii) continues unremedied for the applicable grace period under the terms of the Mortgage Loan or Serviced Whole Loan (or,
if no grace period is specified and the default is capable of being cured, for 30 days); provided that any default that
results in acceleration of the related Mortgage Loan or Serviced Whole Loan without the application of any grace period under
the related Loan Documents shall be deemed not to have a grace period; and provided, further, that 


 






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any default requiring
a Property Advance will be deemed to materially and adversely affect
the interests of the Certificateholders in the Mortgage Loan (or, in the case of any Serviced Whole Loan, the Certificateholders
or the related Companion Loan Holder in the Serviced Whole Loan); or


 


(c)          the
Master Servicer or Special Servicer (and, in the case of the Special Servicer, with the consent of the Controlling Class Representative
(unless a Control Termination Event has occurred and is continuing) or, in the case of the Hyatt Place Texas Portfolio Whole Loan,
with the consent of the Hyatt Place Texas Portfolio Companion Loan Holder (or its representative)) determines that (i) a default
(other than an Acceptable Insurance Default) under the Mortgage Loan or Serviced Whole Loan is reasonably foreseeable, (ii) such
default would materially impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan or Serviced
Whole Loan or otherwise materially adversely affect the interests of Certificateholders in the Mortgage Loan (or, in the case
of a Serviced Whole Loan, the interests of the Certificateholders or the related Serviced Companion Loan Holder in such Serviced
Whole Loan), and (iii) the default is likely to continue unremedied for the applicable cure period under the terms of the Mortgage
Loan or Serviced Whole Loan or, if no cure period is specified and the default is capable of being cured, for 30 days (provided
that such 30-day grace period does not apply to a default that gives rise to immediate acceleration without application of a grace
period under the terms of the Mortgage Loan or Serviced Whole Loan); or


 


(d)          a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in any involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law or 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 related Mortgagor and such decree or order shall have remained
in force and not dismissed for a period of 60 days (or a shorter period if the Master Servicer or the Special Servicer (and, in
the case of the Special Servicer, with the consent of the Controlling Class Representative, unless a Control Termination Event
has occurred and is continuing) determines in accordance with the Servicing Standard that the circumstances warrant that the related
Mortgage Loan or Serviced Whole Loan (or REO Mortgage Loan or REO Companion Loan) be transferred to special servicing); or


 


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


 


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


 






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(g)          the
Master Servicer shall have received notice of the commencement of foreclosure or similar proceedings with respect to the related
Mortgaged Property;


 


provided,
however, that a Mortgage Loan or Serviced Whole Loan will cease to be a Specially Serviced Loan, when a Liquidation Event
has occurred with respect to such Mortgage Loan or Serviced Whole Loan or any related REO Property or, so long as at such time
no circumstance identified in clauses (a) through (g) above exists that would cause the Mortgage Loan or Serviced Whole Loan to
continue to be characterized as a Specially Serviced Loan, when:


 


(w)          with
respect to the circumstances described in clause (a) of this definition, the related Mortgagor has made three consecutive full
and timely Monthly Payments under the terms of such Mortgage Loan or Serviced Whole Loan (as such terms may be changed or modified
in connection with a bankruptcy or similar proceeding involving the related Mortgagor or by reason of a modification, extension,
waiver or amendment granted or agreed to by the Master Servicer or the Special Servicer pursuant to Section 3.24 of this
Agreement);


 


(x)          with
respect to the circumstances described in clauses (c), (d), (e) and (f) of this definition, such circumstances cease to exist
in the good faith, reasonable judgment of the Special Servicer, but, with respect to any bankruptcy or insolvency proceedings
described in clauses (d), (e) and (f), no later than the entry of an order or decree dismissing such proceeding;


 


(y)          with
respect to the circumstances described in clause (b) of this definition, such default is cured as determined by the Special Servicer
in its reasonable, good faith judgment; and


 


(z)          with
respect to the circumstances described in clause (g) of this definition, such proceedings are terminated.


 


The
Special Servicer may conclusively rely on the Master Servicer’s determination and the Master Servicer may conclusively rely
on the Special Servicer’s determination as to whether a Servicing Transfer Event has occurred giving rise to a Mortgage
Loan’s becoming a Specially Serviced Loan. If any Mortgage Loan that is part of a Serviced Whole Loan becomes a Specially
Serviced Loan, then the related Companion Loan shall also become a Specially Serviced Loan. If the Companion Loan that is included
in a Serviced Whole Loan becomes a Specially Serviced Loan, then the related Mortgage Loan that is part of such Serviced Whole
Loan shall also become a Specially Serviced Loan.


 


“Sponsor”:
Each of GSMC, CGMRC, SMF, Five Mile and CCRE, and their respective successors in interest.


 


“Startup
Day”: The day designated as such pursuant to Section 2.11(c) of this Agreement.


 


“Stated
Principal Balance”: With respect to any Mortgage Loan (other than an REO Mortgage Loan), as of any date of determination,
an amount equal to (a) the Cut-Off Date Principal Balance of such Mortgage Loan (or, in the case of a Qualified Substitute
Mortgage


 






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Loan,
the unpaid principal balance of such Mortgage Loan as of the date of substitution after application of all scheduled payments
of principal and interest due during or prior to the month of substitution, whether or not received), minus (b) the sum of
(i) the principal portion of each Monthly Payment due on such Mortgage Loan after the Cut-Off Date (or, in the case of a
Qualified Substitute Mortgage Loan, the Due Date in the related month of substitution), if received by the Trust or advanced by
the Master Servicer or the Trustee on or prior to the most recent Distribution Date coinciding with or preceding such date of
determination, (ii) all Unscheduled Payments with respect to such Mortgage Loan for a Distribution Date on or before such
date of determination and (iii) any adjustment thereto as a result of a reduction of principal by a bankruptcy court or as
a result of a modification reducing the principal amount due on such Mortgage Loan as of the Determination Date for the most recent
Distribution Date occurring on or before such date of determination. The Stated Principal Balance of a Serviced Companion Loan
(other than an REO Serviced Companion Loan), as of any date of determination, shall equal (a) the principal balance of such
Serviced Companion Loan as of the Cut-off Date, minus (b) the sum of (i) the principal portion of each Monthly Payment
due on such Serviced Companion Loan after the Cut-Off Date, if received by the related Serviced Companion Loan Holder on or prior
to the most recent Distribution Date coinciding with or preceding such date of determination, (ii) all Unscheduled Payments
with respect to such Serviced Companion Loan for a Distribution Date on or before such date of determination and (iii) any
adjustment thereto as a result of a reduction of principal by a bankruptcy court or as a result of a modification reducing the
principal amount due on such Serviced Companion Loan as of the Determination Date for the most recent Distribution Date occurring
on or before such date of determination. The Stated Principal Balance of a Mortgage Loan with respect to which title to the related
Mortgaged Property has been acquired on behalf of the Trust Fund and/or the related Serviced Companion Loan Holder(s), as applicable,
is equal to the Stated Principal Balance thereof outstanding on the date on which such title is acquired less any Unscheduled
Payments and the principal portion of any P&I Advances with respect to such REO Mortgage Loan for a Distribution Date on or
before such date of determination. The Stated Principal Balance of a Serviced Companion Loan with respect to which title to the
related Mortgaged Property has been acquired on behalf of the Trust Fund and the related Serviced Companion Loan Holder(s) is
equal to the Stated Principal Balance thereof outstanding on the date on which such title is acquired less any Unscheduled Payments
with respect to such Serviced Companion Loan for a Distribution Date on or before such date of determination. Notwithstanding
the foregoing, the Stated Principal Balance of a Specially Serviced Loan with respect to which the Special Servicer has made a
Final Recovery Determination is zero. The Stated Principal Balance of a Serviced Whole Loan (including an REO Whole Loan), as
of any date of determination, shall equal the sum of the then Stated Principal Balances of the related Mortgage Loan (including
an REO Mortgage Loan) and the related Serviced Companion Loan(s) (including any REO Serviced Companion Loan(s)). For purposes
of this definition, if remittances are made to any Serviced Companion Loan Holder on any day of the month other than the Distribution
Date in such month, then such remittances shall be deemed made on the Distribution Date in such month.


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall or general servicing (as “servicing”
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions of the Servicing Criteria with respect to Mortgage Loans under the


 






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direction
or authority of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, an Additional Servicer,
or a Sub-Servicer.


 


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


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of all or a material portion of
the servicing functions required to be performed by the Master Servicer, the Special Servicer, a Servicing Function Participant
or an Additional Servicer under this Agreement, with respect to some or all of the Mortgage Loans, that are identified in the
Servicing Criteria. As of the Closing Date, the Sub-Servicer(s) set forth on Exhibit S to this Agreement will be the
Sub-Servicer for the related Mortgage Loan(s) set forth on Exhibit S to this Agreement.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer, an Additional Servicer or the Special Servicer, as the
case may be, and any Sub-Servicer relating to servicing and administration of Mortgage Loans as provided in Section 3.01(c)
of this Agreement.


 


“Successful
Bidder”: As defined in Section 7.01(b) of this Agreement.


 


“Supplemental
Servicer Schedule”: With respect to the Mortgage Loans to be serviced by the Master Servicer, a list attached hereto
as Exhibit P, which list sets forth the following information with respect to each Mortgage Loan:


 





(i)          the
Mortgagor’s name;


 


(ii)         property
type;


 


(iii)        the
original balance;


 


(iv)        the
origination date;


 


(v)         the
original and remaining amortization term;


 


(vi)        whether
such Mortgage Loan has a guarantor;


 


(vii)       whether
such Mortgage Loan is secured by a letter of credit;


 






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(viii)      the
original balance of any reserve or escrowed funds and the monthly amount of any reserve or escrowed funds;


 


(ix)        the
grace period with respect to both default interest and late payment charges;


 


(x)         whether
such Mortgage Loan is insured by RVI, lease enhancement policy or environmental policies;


 


(xi)        whether
an operation and maintenance plan exists and, if so, what repairs are required;


 


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


 


(xiii)      the
number of units, pads, rooms or square feet of the Mortgaged Property;


 


(xiv)      the
amount of the Monthly Payment due on the first Due Date following the Closing Date;


 


(xv)       the
interest accrual basis;


 


(xvi)      Administrative
Cost Rate;


 


(xvii)     whether
the Mortgage Loan is secured by a Ground Lease without the Overlapping Fee Interest;


 


(xviii)    whether
the Mortgage Loan is secured by a Ground Lease and the Overlapping Fee Interest;


 


(xix)      whether
the related Mortgage Loan is a Defeasance Loan; and


 


(xx)        whether
such Mortgage Loan is part of any Serviced Whole Loan, in which case the information required by clauses (xiv) and (xv) above
shall also be set forth for the Companion Loan in such Serviced Whole Loan; provided that, if there are no Serviced Whole Loans,
the information in this clause will not be required to be included on the Supplemental Servicer Schedule. 


 


Such
list may be in the form of more than one list, collectively setting forth all of the information required.


 


“Tax
Returns”: The federal income tax return on IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation,
or any successor forms, to be filed on behalf of each Trust REMIC under the REMIC Provisions, and the federal income tax return
to be filed by the Certificate Administrator on behalf of the Grantor Trust due to its classification as a grantor trust under
subpart E, part I of


 






    	-103-



    	 



    

 


subchapter
J of the Code, together with any and all other information, reports or returns that may be required to be furnished to the Certificateholders
or filed with the IRS or any other governmental taxing authority under any applicable provisions of federal, state or local tax
laws.


 


“Temporary
Regulation S Global Certificate”: As defined in Section 5.02(c)(i) of this Agreement.


 


“Terminated
Party”: As defined in Section 7.01(c) of this Agreement.


 


“Termination
Date”: The Distribution Date on which the Trust Fund is terminated pursuant to Section 9.01.


 


“Third
Party Reports”: With respect to any Mortgaged Property, the related Appraisal, Phase I environmental report, Phase II
environmental report, seismic report or property condition report, if any.


 


“Tranche
Percentage Interest”: The percentage ownership interest in a Class PEZ Regular Interest evidenced by an Exchangeable
Certificate, which is equal to the ratio, expressed as a percentage, of (a) the Certificate Principal Amount of that Certificate
(or, in the case of a Class PEZ Certificate, the portion of the Certificate Principal Amount of the related Class PEZ
Component with the same letter designation as such Class PEZ Regular Interest, that is evidenced by the Class PEZ Certificate)
to (b) the outstanding Certificate Principal Amount of such Class PEZ Regular Interest.


 


“Transfer”:
Any direct or indirect transfer or other form of assignment of any Ownership Interest in a Class R Certificate.


 


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


 


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


 


“Treasury
Regulations”: Applicable final or temporary regulation of the U.S. Department of the Treasury.


 


“Trust”:
The trust created by this Agreement.


 


“Trust
Fund”: The corpus of the trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage
Loans as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified
Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (but in the case of each Whole
Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect
of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues received
in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof; (vi) the
Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights


 






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under
any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited
in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account
and any REO Account and the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s
rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under
the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee on behalf of the Trust pursuant to Section 2.01
of this Agreement and (xi) the Lower-Tier Regular Interests.


 


“Trust
Reimbursement Amount”: As defined in Section 3.06A(a) of this Agreement.


 


“Trust
Reimbursement Amount No.1”: As defined in Section 3.06(a) of this Agreement.


 


“Trust
Reimbursement Amount No.2”: As defined in Section 3.06A(a) of this Agreement.


 


“Trust
REMIC”: Each of the Lower-Tier REMIC and the Upper-Tier REMIC.


 


“Trustee”:
U.S. Bank National Association, a national banking association, in its capacity as trustee, or its successor in interest, or any
successor trustee appointed as herein provided.


 


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


 


“Trustee/Certificate
Administrator Fee”: With respect to each Mortgage Loan and for any Distribution Date, an amount accrued during the related
Interest Accrual Period at the Trustee/Certificate Administrator Fee Rate on the Stated Principal Balance of such Mortgage Loan
as of the close of business on the Distribution Date in such Interest Accrual Period; provided that such amounts shall
be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed
due on the related Mortgage Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the Trustee/Certificate
Administrator Fee shall be payable from the Lower-Tier REMIC.


 


“Trustee/Certificate
Administrator Fee Rate”: With respect to each Mortgage Loan, a rate equal to 0.0041% per annum.


 


“Underwriters”:
Goldman, Sachs & Co., Citigroup Global Markets Inc., Cantor Fitzgerald & Co. and Drexel Hamilton, LLC.


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust Fund, on the other, as part of a Workout-Delayed Reimbursement Amount
pursuant to subsections (ii) (B) and (C) of Section 3.06(a) of this Agreement but that has


 






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not
been recovered from the Mortgagor or otherwise from collections on or the proceeds of the Mortgage Loan or REO Property in respect
of which the Advance was made.


 


“Unscheduled
Payments”: With respect to any Distribution Date and the Mortgage Loans (including the Non-Serviced Mortgage Loans and
any REO Mortgage Loans), the aggregate of (a) all principal prepayments received on the Mortgage Loans during the applicable Prepayment
Period and (b) the principal portions of all Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds (in each case,
net of Special Servicing Fees, Liquidation Fees, accrued interest on Advances and other Additional Trust Fund Expenses incurred
in connection with the related Mortgage Loan) and, if applicable, Net REO Proceeds received with respect to the Mortgage Loans
and the Trust’s interest in any REO Properties (including any interest in REO Property acquired with respect to any Non-Serviced
Whole Loan) during the applicable Prepayment Period, but in each case only to the extent that such principal portion represents
a recovery of principal for which no advance was previously made in respect of a preceding Distribution Date. With respect to
any Distribution Date and any Serviced Companion Loan, the aggregate of (a) all principal prepayments received on such Serviced
Companion Loan during the applicable Prepayment Period and (b) the principal portions of all Liquidation Proceeds, Condemnation
Proceeds and Insurance Proceeds (in each case, net of special servicing fees, liquidation fees, accrued interest on advances and
other Additional Trust Fund Expenses incurred in connection with the related Companion Loan) and, if applicable, Net REO Proceeds
received with respect to such Serviced Companion Loan and the related Companion Loan Holder’s interest in any related REO
Property during the applicable Prepayment Period.


 


“Upper-Tier
Distribution Account”: The trust account or accounts created and maintained as a separate trust account (or separate
sub-account within the same account as the Lower-Tier Distribution Account) or accounts by the Certificate Administrator
pursuant to Section 3.05(b) of this Agreement, which (subject to any changes in the identity of the Trustee or the
Certificate Administrator) shall be entitled “U.S. Bank National Association, as Certificate Administrator, on behalf of
U.S. Bank National Association, as Trustee, for the benefit of the registered Holders of GS Mortgage Securities Corporation II,
Commercial Mortgage Pass-Through Certificates, Series 2015-GC34, Upper-Tier Distribution Account” and which must be
an Eligible Account.


 


“Upper-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Lower-Tier Regular Interests and amounts held
from time to time in the Upper-Tier Distribution Account.


 


“Upper-Tier
Residual Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2),
in the Upper-Tier REMIC and evidenced by the Class R Certificates.


 


“U.S.
Tax Person”: 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, 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


 






    	-106-



    	 



    

 


the
administration of such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of
such trust (or, to the extent provided in applicable Treasury regulations, certain trusts in existence as of August 20, 1996
that have elected to be treated as U.S. Tax Persons).


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of
Certificates. At all times during the term of this Agreement, the percentage of the Voting Rights assigned to each Class shall
be (a) 0%, in the case of the Class S and Class R Certificates, (b) 1% in the aggregate to the Class X-A, Class
X-B and Class X-D Certificates, allocated among such Classes based on their respective interest entitlements on the most recent
prior Distribution Date and (c) in the case of any of any Class of Sequential Pay Certificates or Class PEZ Certificates,
a percentage equal to the product of (i) 99% multiplied by (ii) a fraction, the numerator of which is equal to the aggregate
outstanding Certificate Principal Amount of such Class and the denominator of which is equal to the aggregate outstanding Certificate
Principal Amounts of all Classes of Sequential Pay Certificates and Class PEZ Certificates (or, if with respect to a vote
of Non-Reduced Certificates, the Non-Reduced Certificates); provided that for purposes of such allocations, the Class A-S
Certificates and the Class PEZ Component A-S of the Class PEZ Certificates shall be considered as if they together constitute
a single “Class”, the Class B Certificates and the Class PEZ Component B of the Class PEZ Certificates
shall be considered as if they together constitute a single “Class”, and the Class C Certificates and the Class PEZ
Component C of the Class PEZ Certificates shall be considered as if they together constitute a single “Class”.
Voting Rights shall be allocated to the Class PEZ Certificates only with respect to each Class PEZ Component that is
part of a Class of Certificates determined as described in the proviso to the preceding sentence. The Voting Rights of any
Class of Certificates shall be allocated among Holders of Certificates of such Class in proportion to their respective
Percentage Interests. The aggregate Voting Rights of Holders of more than one Class of Certificates shall be equal to the
sum of the products of each such Holder’s Voting Rights and the percentage of Voting Rights allocated to the related Class of
Certificates.


 


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


 


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


 


“WHFIT
Regulations”: Treasury Regulations section 1.671-5, as amended.


 


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


 


“Whole
Loan”: Any of the Illinois Center Whole Loan, 750 Lexington Avenue Whole Loan, Hammons Hotel Portfolio Whole Loan, DoubleTree
Hotel Universal Whole Loan


 






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and
Hyatt Place Texas Portfolio Whole Loan (and shall include any respective successor REO Whole Loan).


 


“Withheld
Amounts”: As defined in Section 3.23 of this Agreement.


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan or Serviced Whole Loan, the amount of any Advance made with
respect to such Mortgage Loan or Serviced Whole Loan on or before the date such Mortgage Loan or Serviced Whole Loan becomes (or,
but for the making of three monthly payments under its modified terms, would then constitute) a Corrected Mortgage Loan,
together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance is not
reimbursed to the Person who made such Advance on or before the date, if any, on which such Mortgage Loan or Whole Loan becomes
a Corrected Mortgage Loan and (ii) the amount of such Advance becomes a future obligation of the Mortgagor to pay under the
terms of modified Loan Documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall
not in any manner limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable
Advance.


 


“Workout
Fee”: The fee paid to the Special Servicer with respect to each Corrected Mortgage Loan (other than with respect to
the Non-Serviced Mortgage Loans) equal to the Workout Fee Rate applied to each collection of interest (other than Default Interest
and Excess Interest) and principal (other than any amount for which a Liquidation Fee is paid) received on such Corrected Mortgage
Loan for so long as it remains a Corrected Mortgage Loan; provided that no Workout Fee shall be payable by the Trust with
respect to a Corrected Mortgage Loan if and to the extent that the Corrected Mortgage Loan became a Specially Serviced Loan under
clause (c) of the definition of “Specially Serviced Loan” (and no other clause thereof) and no mortgage
loan event of default actually occurs, unless the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced
Whole Loan is modified by the Special Servicer in accordance with the terms hereof; provided, further that if a
Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan only because of an event described in clause (a)(ii)
of the definition of “Specially Serviced Loan” as a result of a payment default at maturity and the related collection
of principal and interest is received within 90 days following the related maturity date in connection with the full and
final payoff or refinancing of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, the
Special Servicer will not be entitled to collect a Workout Fee, but may collect and retain appropriate fees from the related Mortgagor
in connection with such workout; provided, further that the Workout Fee with respect to any Specially Serviced Loan
that becomes a Corrected Mortgage Loan shall be reduced by any Excess Modification Fees paid by or on behalf of the related Mortgagor
with respect to such Mortgage Loan or Serviced Whole Loan as described in the definition of “Excess Modification Fees”
in this Agreement, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.


 


“Workout
Fee Rate”: A rate equal to the lesser of (a) 1.0% with respect to any Corrected Mortgage Loan, and (b) such
lower rate as would result in a Workout Fee of $1,000,000 when applied to each expected payment of principal and interest (other
than Default Interest and Excess Interest) on any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan,
as applicable, from the date such Mortgage Loan (or Serviced Whole


 






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Loan,
if applicable) becomes a Corrected Loan through and including the then-related maturity date, or Anticipated Repayment Date, as
applicable (or if the rate in clause (a) above would result in a Workout Fee that would be less than $25,000 when applied
to each expected payment of principal and interest (other than Default Interest and Excess Interest) on the related Mortgage Loan
(or Serviced Whole Loan, if applicable) from the date such Mortgage Loan (or Serviced Whole Loan, if applicable) becomes a Corrected
Mortgage Loan through and including the then related maturity date, or Anticipated Repayment Date, as applicable, then the Workout
Fee Rate shall be a rate equal to such higher rate as would result in a Workout Fee equal to $25,000 when applied to each expected
payment of principal and interest (other than Default Interest and Excess Interest) on the related Mortgage Loan (or Serviced
Whole Loan, if applicable) from the date such Mortgage Loan (or Serviced Whole Loan, if applicable) becomes a Corrected Mortgage
Loan through and including the then related maturity date, or Anticipated Repayment Date, as applicable.


 


“Yield
Maintenance Charge”: With respect to any Mortgage Loan or Companion Loan, the yield maintenance charge or prepayment
premium, if any, payable under the related Note (in the case of a Mortgage Loan) or the related note(s) in favor of the related
Companion Loan Holder (in the case of a Companion Loan) in connection with certain prepayments.


 


“YM
Groups”: As defined in Section 4.01(c) of this Agreement.


 


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


 


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


 


Section
1.02     Certain Calculations. Unless otherwise specified herein, the following provisions shall
apply:


 





(a)          All
calculations of interest with respect to the Mortgage Loans shall be made in accordance with the terms of the related Note and
Mortgage.


 


(b)          For
purposes of distribution of Yield Maintenance Charges pursuant to Section 4.01(c) of this Agreement on any Distribution
Date, the Class of Certificates as to which any prepayment shall be deemed to be distributed shall be determined on the assumption
that the portion of the Principal Distribution Amount paid to the Certificates on such Distribution Date in respect of principal
shall consist first of scheduled payments included in the definition of Principal Distribution Amount and second of prepayments
included in such definition.


 


(c)          Any
Mortgage Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer, the Special
Servicer or the Certificate Administrator; provided, however, that for purposes of calculating distributions on
the Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied
in accordance with Section 3.01(b) of this Agreement to reduce the outstanding principal balance of such Mortgage Loan
on which interest accrues.


 


(d)          All
amounts collected by or on behalf of the Trust in respect of any Mortgage Loan (and, in the case of any Non-Serviced Mortgage
Loan, subject to any prior allocations under the related Co-Agreement and/or the applicable Other Pooling and Servicing


 






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Agreement)
in the form of payments from the related Mortgagor, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds shall be
allocated to amounts due and owing under the related Loan Documents (including for principal and accrued and unpaid interest)
in accordance with the express provisions of the related Loan Documents and Co-Lender Agreement; provided, however,
in the absence of such express provisions of the related Loan Documents and in any event for purposes of calculating distributions
hereunder after an event of default under the related Mortgage Loan (to the extent not cured or waived), in each case only to
the extent such amount is an obligation of the related Mortgagor in the related Loan Documents, all such amounts collected shall
be deemed to be allocated for purposes of collecting amounts due under the Mortgage Loan in the following order of priority:


 


(i)            as
a recovery of any unreimbursed Advances with respect to such Mortgage Loan and unpaid interest on all Advances and, if applicable,
unreimbursed and unpaid Additional Trust Fund Expenses with respect to such Mortgage Loan;


 


(ii)           as
a recovery of Nonrecoverable Advances and any interest thereon to the extent previously allocated from principal collections with
respect to such Mortgage Loan;


 


(iii)          to
the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on the related
Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid interest
on such Mortgage Loan at the related Mortgage Loan Rate through and including the end of the related Mortgage Loan interest accrual
period in which such collections are received by or on behalf of the Trust, over (B) the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.06(a)
of this Agreement in connection with Appraisal Reduction Amounts (to the extent that collections have not been allocated as
a recovery of accrued and unpaid interest pursuant to clause (v) below on earlier dates);


 


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


 


(v)           as
a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if any)
in the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.06(a) of
this Agreement in connection with related Appraisal Reduction Amounts (to the extent that collections have not been allocated
as recovery of accrued and unpaid interest pursuant to this clause (v) on earlier dates);


 


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


 






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


 


(viii)        as
a recovery of any Yield Maintenance Charge then due and owing under such Mortgage Loan;


 


(ix)          as
a recovery of any Default Interest or late payment charges then due and owing under such Mortgage Loan;


 


(x)           as
a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under such Mortgage Loan;


 


(xi)          as
a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other than
Excess Interest (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);


 


(xii)         as
a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and


 


(xiii)        as
a recovery of any Excess Interest then due and owing under such Mortgage Loan;


 


provided
that, to the extent required under the REMIC Provisions, payments or proceeds received with respect to any partial release
of a Mortgaged Property (including following a condemnation) if, immediately following such release, the loan-to-value ratio of
the related Mortgage Loan or the Serviced Whole Loan exceeds 125% (based solely on the value of the real property and excluding
personal property and going concern value, if any), must be allocated to reduce the principal balance of the Mortgage Loan or
the related Serviced Whole Loan in the manner permitted by such REMIC Provisions. 





 


(e)          Collections
by or on behalf of the Trust in respect of the REO Property for any REO Mortgage Loan (and, in the case of each Non-Serviced Mortgage
Loan, subject to any prior or alternative allocations under the related Co-Lender Agreement or the applicable Other Pooling and
Servicing Agreement) (exclusive of amounts to be allocated to the payment of the costs of operating, managing, leasing, maintaining
and disposing of such REO Property (and, if applicable, except as expressly set forth in the related Co-Lender Agreement)) shall
be deemed allocated for purposes of collecting amounts due under the related REO Mortgage Loan, in each case only to the extent
such amount is or was an obligation of the related Mortgagor in the related Loan Documents, in the following order of priority:


 


(i)           as
a recovery of any unreimbursed Advances with respect to the related REO Mortgage Loan and interest on all Advances and, if applicable,
unreimbursed and unpaid Additional Trust Fund Expenses with respect to the related REO Mortgage Loan;


 


(ii)          as
a recovery of Nonrecoverable Advances and any interest thereon to the extent previously allocated from principal collections with
respect to the related REO Mortgage Loan;


 






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(iii)         to
the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on the related
REO Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid
interest on the related REO Mortgage Loan at the related Mortgage Loan Rate through and including the end of the related Mortgage
Loan interest accrual period in which such collections are received by or on behalf of the Trust, over (B) the cumulative
amount of the reductions (if any) in the amount of related P&I Advances for the related REO Mortgage Loan that have theretofore
occurred under Section 4.06(a) of this Agreement in connection with Appraisal Reduction Amounts (to the extent that
collections have not been allocated as a recovery of accrued and unpaid interest pursuant to clauses (v) below or clause (d)(v)
above on earlier dates);


 


(iv)         to
the extent not previously allocated pursuant to clause (i) above, as a recovery of principal of the related REO Mortgage Loan
to the extent of its entire unpaid principal balance;


 


(v)          as
a recovery of accrued and unpaid interest on the related REO Mortgage Loan to the extent of the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for the related REO Mortgage Loan that have theretofore occurred under Section
4.06(a) of this Agreement in connection with related Appraisal Reduction Amounts (to the extent that collections have not
theretofore been allocated as a recovery of accrued and unpaid interest pursuant to this clause (v) or clause (d)(v) above on
earlier dates);


 


(vi)         as
a recovery of any Yield Maintenance Charge then due and owing under the related REO Mortgage Loan;


 


(vii)        as
a recovery of any Default Interest, Excess Interest or late payment charges then due and owing under the related REO Mortgage
Loan;


 


(viii)       as
a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under the related REO
Mortgage Loan; and


 


(ix)          as
a recovery of any other amounts then due and owing under the related REO Mortgage Loan (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).


 


(f)           The
applications of amounts received in respect of any Mortgage Loan pursuant to paragraph (d) of this Section 1.02 shall be
determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received in respect of
any Mortgage Loan or any REO Property pursuant to paragraph (e) of this Section 1.02 shall be determined by the Special
Servicer in accordance with the Servicing Standard.


 


(g)          All
net present value calculations and determinations made hereunder with respect to the Mortgage Loans, the Companion Loans or a
Mortgaged Property or REO Property (other than the Trust’s interest in any REO Property acquired with respect to any Non-Serviced


 






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Mortgage
Loan) (including for purposes of the definition of “Servicing Standard”) shall be made using the Calculation Rate.


 


(h)          The
parties hereto acknowledge that any payments, collections and recoveries received by the parties to the applicable Other Pooling
and Servicing Agreement related to each Non-Serviced Mortgage Loan are required to be allocated by such parties as interest, principal
or other amounts in accordance with the terms and conditions of the related Co-Lender Agreement and the related Non-Serviced Mortgage
Loan.





 


Section
1.03     Certain Constructions. 


 





(a)          For
purposes of this Agreement, references to the most or next most subordinate Class of Certificates or Class PEZ Regular
Interests outstanding at any time shall mean the most or next most subordinate Class of Certificates or Class PEZ Regular
Interest then outstanding as among the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A,
Class X-B, Class A-S, Class B, Class C, Class D, Class X-D, Class E, Class F and Class G Certificates
and the Class A-S, Class B and Class C Regular Interests; provided, however, that for purposes of
determining the most subordinate Class of Certificates, in the event that the Class A-1, Class A-2, Class A-3,
Class A-4 and Class A-AB Certificates are the only Classes of Certificates (other than the Class X and Class R
Certificates) outstanding, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A
and Class X-B Certificates together will be treated as the most subordinate Class of Certificates. For purposes of this
Agreement, each Class of Certificates (other than the Class S and Class R Certificates) and Class PEZ Regular Interest
shall be deemed to be outstanding only to the extent its respective Certificate Principal Amount or Notional Amount has not been
reduced to zero. For purposes of this Agreement, the Class R Certificates shall be deemed to be outstanding so long as the
Trust REMICs have not been terminated pursuant to Section 9.01 of this Agreement.


 


(b)          For
purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:


 


(i)           the
terms defined in this Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed to
include the other gender;


 


(ii)          references
herein to “Articles”, “Sections”, “Subsections”, “Paragraphs” and other subdivisions
without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;


 


(iii)         a
reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section
in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;


 


(iv)         the
words “herein”, “hereof”, “hereunder”, “hereto”, “hereby” and other
words of similar import refer to this Agreement as a whole and not to any particular provision; and


 


(v)          the
terms “include” or “including” shall mean without limitation by reason of enumeration.


 






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Article II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01     Conveyance
of Mortgage Loans.


 


(a)          The
Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Mortgage Securities
Trust 2015-GC34, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey
to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders
all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in,
to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than
Section 5(e) and 5(f)), 6 (other than Section 6(a)(viii) and 6(i)) and, to the extent related to the foregoing, 7, 11,
12, 13, 14, 16, 17, 18 and 23 of each Loan Purchase Agreement, (iii) the SMC Guaranty, (iv) the Co-Lender Agreements
and (v) all Escrow Accounts, Lock-Box Accounts and all other assets included or to be included in the Trust Fund for the benefit
of the Certificateholders. Such assignment includes all interest and principal received or receivable on or with respect to the
Mortgage Loans (other than payments of principal, interest and other amounts due and payable on the Mortgage Loans on or before
the Cut-Off Date and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Such assignment
of each Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling
and Servicing Agreement (if any) and each Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property
accomplished hereby is absolute and, notwithstanding Section 11.08 of this Agreement, is intended by the parties to
constitute a sale.


 


(b)          In
connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, the Depositor
shall direct each Mortgage Loan Seller (pursuant to the related Loan Purchase Agreement) to deliver to and deposit with the
Custodian (on behalf of the Trustee), on or before the Closing Date, the Mortgage File for each Mortgage Loan, with copies to
be delivered, within five (5) Business Days after the Closing Date, to the Master Servicer (other than with respect to the
Non-Serviced Mortgage Loans) and the Special Servicer; provided, however, that copies of any document in the
Mortgage File that also constitutes a Designated Servicing Document shall be delivered to the Master Servicer (other than
with respect to the Non-Serviced Mortgage Loans) on or before the Closing Date. None of the Certificate Administrator, the
Trustee, the Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by any Mortgage Loan
Seller or the Depositor to comply with the document delivery requirements of the related Loan Purchase Agreement and this Section 2.01(b).
Notwithstanding anything herein to the contrary, with respect to letters of credit (exclusive of those relating to
Non-Serviced Mortgage Loans), the applicable Mortgage Loan Seller shall deliver to the Master Servicer and the Master
Servicer shall hold the original (or copy, if such original has been submitted by the applicable Mortgage Loan Seller to the
issuing bank to effect an assignment or amendment of such letter of credit (changing the beneficiary thereof to the Trustee
(in care of the Master Servicer) for the benefit of the Certificateholders and, if applicable, the related Serviced Companion
Loan Holder, that may be required in order for the Master Servicer to draw on such letter of credit on behalf of the Trustee
for the benefit of


 






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the Certificateholders and, if applicable, the related Serviced Companion Loan Holder, in accordance with
the applicable terms thereof and/or of the related Loan Documents)) and the applicable Mortgage Loan Seller shall be deemed
to have satisfied any delivery requirements of the related Loan Purchase Agreement and this Section 2.01(b) by
delivering with respect to any letter(s) of credit a copy thereof to the Custodian together with an Officer’s
Certificate of the applicable Mortgage Loan Seller certifying that such document has been delivered to the Master Servicer or
an Officer’s Certificate from the Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b).
If a letter of credit referred to in the previous sentence is not in a form that would allow the Master Servicer to draw on
such letter of credit on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, the related
Serviced Companion Loan Holder, in accordance with the applicable terms thereof and/or of the related Loan Documents, the
applicable Mortgage Loan Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment
or amendment documents if the related Mortgage Loan Seller has submitted the originals to the related issuer of such letter
of credit for processing) to the Master Servicer within 90 days of the Closing Date; provided that with
respect to the Hyatt Place Texas Portfolio Mortgage Loan, no such assignments shall be made until the earlier of (i) the
Hyatt Place Texas Portfolio Companion Loan Securitization Date, in which case such assignments shall be made in accordance
with the related Other Pooling and Servicing Agreement, and (ii) the earlier of (A) 180 days after the Closing
Date, (B) such time as any such letter of credit is required to be drawn upon by the Master Servicer and (C) such time,
if any, as such Mortgage Loan becomes a Specially Serviced Loan, in which case such assignments shall be made in favor of the
Trustee for the benefit of the Certificateholders and for the benefit of the holder of the related Companion Loan, until the
occurrence of the Hyatt Place Texas Portfolio Companion Loan Securitization Date, as the case may be. Contemporaneous with
the securitization of the Hyatt Place Texas Portfolio Companion Loan, any such letter of credit shall be assigned to the
related Other Master Servicer or related Other Trustee, as applicable, as provided in the related Other Pooling and Servicing
Agreement. The applicable Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s) of credit
required in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trustee for the benefit of the
Certificateholders and, if applicable, the related Serviced Companion Loan Holder, and shall cooperate with the reasonable
requests of the Master Servicer or the Special Servicer, as applicable, in connection with effectuating a draw under any such
letter of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn by the Master
Servicer on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, the related Serviced
Companion Loan Holder.


 


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


 


With respect to any Mortgage
Loan secured by a Mortgaged Property that is subject to a franchise agreement with a related comfort letter in favor of the related
Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any related comfort letter
to the Trustee for the benefit of the Certificateholders or have a new comfort letter (or any such new document or acknowledgement
as may be contemplated under the existing comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders,
the related Mortgage Loan Seller or its designee shall, within 45 days of the


 






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


 


(c)          The
Depositor hereby represents and warrants that each Mortgage Loan Seller has covenanted in the applicable Loan Purchase Agreement
that it shall cause AMO to record and file at the related Mortgage Loan Seller’s expense, in the appropriate public office
for real property records or UCC financing statements, as appropriate, each related assignment of Mortgage and assignment of Assignment
of Leases, in favor of the Trustee referred to in clause (4) of the definition of “Mortgage File” and each related
UCC-3 assignment referred to in clause (15) of the definition of “Mortgage File” and, with respect to any Mortgage
Loan to which the Custodian has agreed to record and file such documents, the Custodian shall promptly undertake to record or file
any such document upon its receipt thereof. This subsection (c) shall not apply to any Non-Serviced Mortgage Loan because
the documents referred to herein have been assigned to an Other Trustee. Notwithstanding the foregoing, in the case of the Hyatt
Place Texas Portfolio Mortgage Loan (prior to its becoming a Non-Serviced Mortgage Loan), the timing of any recordation of the
documents referred to herein shall be governed by the last paragraph of the definition of “Mortgage File” and, following
the Hyatt Place Texas Portfolio Companion Loan Securitization Date, if such recordation has been effected, such documents shall
be assigned in accordance with the last paragraph of the definition of “Mortgage File”.


 


The Depositor hereby
represents and warrants that the applicable Mortgage Loan Seller has covenanted in the related Loan Purchase Agreement as to each
Mortgage Loan (exclusive of the Non-Serviced Mortgage Loans), that if it cannot deliver or cause to be delivered the documents
and/or instruments referred to in clauses (2), (3) and (6) (if recorded) and (15) of the definition of “Mortgage
File” solely because of a delay caused by the public recording or filing office where such document or instrument has been
delivered for recordation or filing, as applicable, a copy of the original certified by the applicable Mortgage Loan Seller to
be a true and complete copy of the original thereof submitted for recording, shall be forwarded to the Custodian. Each assignment
referred to in the prior paragraph that is recorded and the file copy of each UCC-3 assignment referred to in the previous paragraph
shall reflect that it should be returned by the public recording or filing office to the Custodian or its agent following recording
(or, alternatively, to the applicable Mortgage Loan Seller or its designee, in which case the applicable Mortgage Loan Seller shall
deliver or cause the delivery of the recorded/filed original to the Custodian promptly following receipt); provided that,
in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of
Leases, the Mortgage Loan Seller shall obtain therefrom and deliver to the Custodian a certified copy of the recorded original.
On a monthly basis, at the expense of the applicable Mortgage


 






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Loan Seller, the Custodian shall forward to the Master Servicer a
copy of each of the aforementioned assignments following the Custodian’s receipt thereof.


 


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


 


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


 


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


 


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


 






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


 


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


 


Section 2.02     Acceptance
by the Trustee, the Custodian and the Certificate Administrator.


 


(a)          The
Trustee, by its execution and delivery of this Agreement, hereby accepts receipt, directly or through the Custodian on its behalf,
of (i) the Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files (to the
extent such documents constituting the Mortgage Files are actually delivered to the Trustee or Custodian) and (ii) all other
assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that
it or the Custodian on its behalf holds and will hold such documents and any other documents subsequently received by it that constitute
portions of the Mortgage Files, and that the Custodian on behalf of the Trustee holds and will hold the Mortgage Loans and such
other assets, together with any other assets subsequently delivered to it that are to be included in the Trust Fund, in trust for
the exclusive use and benefit of all present and future Certificateholders and, if applicable, the Companion Loan Holders pursuant
to Section 2.01(f) of this Agreement. With respect to each Serviced Whole Loan, the Custodian shall also hold the portion
of such Mortgage File that relates to the Companion Loan in such Serviced Whole Loan in trust for the use and benefit of the related
Companion Loan Holder. In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, the
applicable Mortgage Loan Seller, each Underwriter and each Initial Purchaser that, as to each Mortgage Loan, (i) all documents
specified in clause (1) of the definition of “Mortgage File” are in its possession or the possession of the Custodian
on its behalf, and (ii) the original Note (or, if accompanied by a lost note affidavit, the copy of such Note) received
by it or the Custodian with respect to such Mortgage Loan has been reviewed by it or by the Custodian on its behalf and (A) appears
regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor),
(B) appears to have been executed (where appropriate) and (C) purports to relate to such Mortgage Loan.


 


(b)          On
or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the 90th
day following the Closing Date and monthly thereafter until the earliest of (i) the second anniversary of the Closing Date,
(ii) the day on which all material exceptions have been removed and (iii) the day on which the applicable Mortgage Loan
Seller has repurchased or substituted for the last affected Mortgage Loan), the Custodian shall review the documents delivered
to it with respect to each Mortgage Loan, and the Custodian shall, subject to Sections 2.01(c), 2.02(c) and
2.02(d) of this Agreement and the terms of the respective Loan Purchase Agreements, certify in writing (substantially in
the form of Exhibit N to this Agreement) to each of the other parties hereto, the applicable Mortgage Loan Seller,
each Underwriter and each Initial Purchaser (and upon request, in the case of a Serviced Whole Loan, to the related Companion Loan
Holder) that, as to each Mortgage Loan then subject


 






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to this Agreement (except as specifically identified in any exception report
annexed to such certification): (i) all documents specified in clauses (1), (2), (3), (4) (other than with respect to
the Non-Serviced Mortgage Loans), (5), (7), (15) and (20) (for any Mortgage Loan that is part of a Whole Loan) of the definition
of “Mortgage File” are in its possession or the related Mortgage Loan Seller has otherwise satisfied the delivery requirements
in accordance with the related Loan Purchase Agreement; (ii) the recordation/filing contemplated by Section 2.01(c)
of this Agreement has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents);
(iii) all documents received by it or the Custodian with respect to such Mortgage Loan have been reviewed by it or the Custodian
on its behalf and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities
if initialed by the Mortgagor), (B) appear to have been executed (where appropriate) and (C) purport to relate to such
Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) of this Agreement and this Section 2.02(b)
and only as to the foregoing documents (together with any Loan Agreement that has been delivered by the related Mortgage Loan Seller),
the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv) and (v)(B) of
the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the Mortgage File. With
respect to the items listed in clauses (2), (3), (4) and (6) of the definition of “Mortgage File” if the original
of such document is not in the Custodian’s possession because it has not been returned from the applicable recording office,
then the Custodian’s certification prepared pursuant to this Section 2.02(b) should indicate the absence of such
original. If the Custodian’s obligation to deliver the certifications contemplated in this subsection terminates because
two years have elapsed since the Closing Date, the Custodian shall deliver a comparable certification to any party hereto, the
Companion Loan Holder and any Underwriter and any Initial Purchaser on request.


 


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


 


(d)          It
is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents
specified in clauses (1), (2), (3), (4) (other than with respect to the Non-Serviced Mortgage Loans), (5), (7), (15) and (20)
(for any Mortgage Loan that is part of a Whole Loan) of the definition of “Mortgage File” have been received, appear
regular on their face and such additional information as will be necessary for delivering the certifications required by Sections 2.02(a)
and 2.02(b) of this Agreement.


 


(e)          If,
after the Closing Date, the Depositor comes into possession of any documents or records that constitute part of the Mortgage File
or Servicing File for any


 






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Mortgage Loan, the Depositor shall promptly deliver such document to the Custodian with a copy to the
Master Servicer (if it constitutes part of the Servicing File).


 


Section 2.03     Mortgage
Loan Sellers’ Repurchase, Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and Breaches of
Representations and Warranties.


 


(a)          If
(i) any party hereto (A) discovers or receives notice alleging that any document constituting a part of a Mortgage File
has not been properly executed, is missing, contains information that does not conform in any material respect with the corresponding
information set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a “Document Defect”)
or (B) discovers or receives notice alleging a breach of any representation or warranty of the applicable Mortgage Loan Seller
made pursuant to Section 6(c) of the related Loan Purchase Agreement with respect to any Mortgage Loan (a “Breach”)
or (ii) the Special Servicer or the Depositor receives a Repurchase Communication of a request or demand for repurchase or
replacement of any Mortgage Loan alleging a Document Defect or Breach (any such request or demand, a “Repurchase Request”),
then such Person shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Class Representative
(prior to the occurrence and continuance of a Consultation Termination Event), the other parties hereto, any related Companion
Loan Holder (if applicable) and, subject to Section 11.13 of this Agreement, each of the Rating Agencies (to the extent
notice has not previously been delivered to such Persons pursuant to this sentence). If any such Document Defect or Breach materially
and adversely affects, or any such Document Defect is deemed in accordance with Section 2.03(b) of this Agreement to
materially and adversely affect, the value of the related Mortgage Loan (or any related REO Property) or the interests of the Certificateholders
therein or causes any Mortgage Loan to fail to be a Qualified Mortgage, then such Document Defect shall constitute a “Material
Document Defect” or such Breach shall constitute a “Material Breach”, as the case may be. The Special
Servicer shall determine, with respect to any affected Mortgage Loan or REO Mortgage Loan, whether a Document Defect is a Material
Document Defect or a Breach is a Material Breach. If such Document 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 applicable Mortgage Loan Seller,
the other parties hereto and the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination
Event). Promptly upon becoming aware of any Material Document Defect or Material Breach (including through a written notice given
by the Master Servicer or the Special Servicer, as provided above), the Master Servicer (if the related Mortgage Loan is a non-Specially
Serviced Loan) or Special Servicer (if the related Mortgage Loan is a Specially Serviced Loan), as applicable, shall require the
applicable Mortgage Loan Seller (with, in the case of the Mortgage Loans sold to the Depositor by SMF, simultaneous notice to SMC,
as guarantor of certain of SMF’s obligations under the SMF Loan Purchase Agreement, pursuant to the SMC Guaranty), not later
than 90 days from the earlier of the applicable Mortgage Loan Seller’s discovery or receipt of notice of, and receipt
of a demand to take action with respect to, such Material Document Defect or Material Breach, as the case may be (or, in the case
of a Material Document Defect or Material Breach relating to a Mortgage Loan not being a Qualified Mortgage, not later than 90 days
from any party discovering such Material Document Defect or Material Breach), to cure the same in all material respects (which
cure shall include payment of losses and any Additional Trust Fund Expenses associated


 






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therewith) or, if such Material Document
Defect or Material Breach, as the case may be, cannot be cured within such 90 day period, either to (i) repurchase the
affected Mortgage Loan or any related REO Property (or the Trust’s interest therein with respect to any Mortgage Loan that
is part of a Whole Loan) at the applicable Purchase Price by wire transfer of immediately available funds to the Collection Account
or (ii) substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan (provided that in no event
shall any such substitution occur later than the second anniversary of the Closing Date) and pay the Master Servicer for deposit
into the Collection Account, any Substitution Shortfall Amount in connection therewith, all in conformity with the applicable Loan
Purchase Agreement and this Agreement; provided, however, that if (i) such Material Document Defect or Material
Breach is capable of being cured but not within such 90 day period, (ii) such Material Document Defect or Material Breach
is not related to any Mortgage Loan’s not being a Qualified Mortgage and (iii) the applicable Mortgage Loan Seller has
commenced and is diligently proceeding with the cure of such Material Document Defect or Material Breach within such 90 day
period, then such Mortgage Loan Seller shall have an additional 90 days to complete such cure or, in the event of a failure
to so cure, to complete such repurchase or substitution (it being understood and agreed that, in connection with such Mortgage
Loan Seller’s receiving such additional 90 day period, such Mortgage Loan Seller shall deliver an Officer’s Certificate
to the Trustee, the Special Servicer and the Certificate Administrator setting forth the reasons such Material Document Defect
or Material Breach is not capable of being cured within the initial 90 day period and what actions such Mortgage Loan Seller
is pursuing in connection with the cure thereof and stating that such Mortgage Loan Seller anticipates that such Material Document
Defect or Material Breach will be cured within such additional 90 day period); and provided, further, that,
if any such Material Document Defect is still not cured after the initial 90 day period and any such additional 90 day
period solely due to the failure of such Mortgage Loan Seller to have received the recorded document, then such Mortgage Loan Seller
shall be entitled to continue to defer its cure, repurchase or substitution obligations in respect of such Document Defect so long
as such Mortgage Loan Seller certifies to the Trustee, the Special Servicer and the Certificate Administrator every 30 days
thereafter that the Document Defect is still in effect solely because of its failure to have received the recorded document and
that such Mortgage Loan Seller is diligently pursuing the cure of such defect (specifying the actions being taken), except that
no such deferral of cure, repurchase or substitution may continue beyond the date that is 18 months following the Closing Date.
If the affected Mortgage Loan is to be repurchased, the Master Servicer shall designate the Collection Account as the account to
which funds in the amount of the Purchase Price are to be wired. If the affected Mortgage Loan is to be substituted for, the Master
Servicer shall designate the Collection Account as the account to which funds in the amount of the Substitution Shortfall Amount
are to be wired. Any such repurchase or substitution of a Mortgage Loan shall be on a whole loan, servicing released basis. Monthly
Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution,
and Monthly Payments due with respect to each Mortgage Loan being repurchased or replaced, and received by the Master Servicer
or the Special Servicer on behalf of the Trust, after the related Cut-off Date through, but not including, the related date of
repurchase or substitution, shall be part of the Trust Fund. Monthly Payments due with respect to each Qualified Substitute Mortgage
Loan (if any) on or prior to the related Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage
Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the
related


 






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date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to
the Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt.


 


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 applicable Mortgage Loan Seller, the other parties
hereto, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), any
Companion Loan Holder (if applicable) and, subject to Section 11.13 of this Agreement, each of the Rating Agencies
(to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If the Special Servicer receives
a Repurchase Communication that any Mortgage Loan that was subject of a Repurchase Request has been repurchased or replaced (a
“Repurchase”), or that such Repurchase Request has been rejected (a “Repurchase Request Rejection”),
then the Special Servicer shall (in accordance with the following paragraph) give written notice of such Repurchase or Repurchase
Request Rejection to the Depositor, the applicable Mortgage Loan Seller unless it is the entity that has repurchased or replaced
the subject Mortgage Loan or rejected such Repurchase Request, and unless it is the party that notified the Special Servicer thereof,
the Certificate Administrator and the Trustee.


 


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


 


If the Trustee, the Certificate
Administrator, the Master Servicer, the Operating Advisor or the Custodian receives a Repurchase Communication of a Repurchase
Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection, then such party shall promptly forward
such Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection
to the Special Servicer (with respect to any Mortgage Loan or REO Mortgage Loan) 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 Communication regarding [a “Repurchase Request”] [a “Repurchase Request Withdrawal”]
[a “Repurchase”] [a “Repurchase Request Rejection”] under Section 2.03(a) of the Pooling and Servicing
Agreement relating to the GS Mortgage Securities Trust 2015-GC34 Commercial Mortgage Pass-Through Certificates, Series 2015-GC34,
requiring action by you as the recipient of such [Repurchase Request] [Repurchase Request Withdrawal] [Repurchase] [Repurchase
Request Rejection] thereunder”. Upon receipt of any Repurchase Communication


 






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of a Repurchase Request, Repurchase Request
Withdrawal, Repurchase or Repurchase Request Rejection by the Special Servicer pursuant to the foregoing provisions of this paragraph,
the Special Servicer shall be deemed to be the recipient of such Repurchase Communication of such Repurchase Request, Repurchase
Request Withdrawal, Repurchase or Repurchase Request Rejection, and the Special Servicer shall comply with the notice procedures
set forth in the preceding paragraphs of this Section 2.03(a) with respect to such Repurchase Communication of such
Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection.


 


No Person that is required
to provide a 15Ga-1 Notice pursuant to this Section 2.03(a) (a “15Ga-1 Notice Provider”) shall
be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines.
Each Loan Purchase Agreement will provide that (i) any 15Ga-1 Notice provided pursuant to this Section 2.03(a)
is so provided only to assist the related Mortgage Loan Seller, the Depositor and their respective Affiliates to comply with Rule 15Ga-1,
Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or inaction
of, a 15Ga-1 Notice Provider and (B) no information provided pursuant to this Section 2.03(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 the 15Ga-1 Notice
Provider may have with respect to the related Loan Purchase Agreement, including with respect to any Repurchase Request that is
the subject of a 15Ga-1 Notice.


 


On or before the Closing
Date, the Depositor shall deliver to the Master Servicer a copy of each Loan Purchase Agreement and the SMC Guaranty, which the
Master Servicer shall provide to each Sub-Servicer.


 


With respect to each
Non-Serviced Mortgage Loan, the parties to this Agreement agree that if a “material document defect” exists with respect
to a Non-Serviced Companion Loan under the Other Pooling and Servicing Agreement and the related Mortgage Loan Seller (or other
responsible repurchasing entity) repurchases the related Companion Loan pursuant to the Other Pooling and Servicing Agreement,
such Mortgage Loan Seller shall also repurchase such Non-Serviced Mortgage Loan; provided, however, that such repurchase obligation
does not apply to any “material document defect” related solely to the promissory note for such Companion Loan.


 


(b)          Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated in this Section 2.03, and further subject
to Section 2.01(b) and Section 2.01(c) of this Agreement, failure of such Mortgage Loan Seller to deliver
the documents referred to in clauses (1), (2), (7), (8), (18) and (19) in the definition of “Mortgage File” in
accordance with this Agreement and the applicable Loan Purchase Agreement for any Mortgage Loan shall be deemed a Material Document
Defect; provided, however, that no Document Defect (except a deemed Material Document Defect described above) shall
be considered to be a Material Document Defect unless the document with respect to which the Document Defect exists is required
in connection with an imminent enforcement of the lender’s rights or remedies under the related Mortgage Loan, defending
any claim asserted by any Mortgagor or third party with respect to the Mortgage Loan, establishing the validity or priority of
any lien on any collateral securing the Mortgage Loan or for any immediate significant servicing obligation.


 






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(c)          In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan pursuant to this
Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer
shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of them of a receipt executed by the applicable
Mortgage Loan Seller evidencing such repurchase or substitution, all portions of the Mortgage File and other documents (including,
without limitation, the Servicing File), and all escrows and reserve funds, pertaining to such Mortgage Loan possessed by it, and
each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate
to the applicable Mortgage Loan Seller or its designee in the same manner, but only if the respective documents have been previously
assigned or endorsed to the Trustee, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms
pursuant to which such documents were previously assigned to the Trustee on behalf of the Trust or as otherwise reasonably requested
to effect the retransfer and reconveyance of the Mortgage Loan and the security thereof to the Mortgage Loan Seller or its designee;
provided that such tender by the Trustee and the Custodian shall be conditioned upon its receipt (and such receipt shall
be deemed to be the Master Servicer’s direction to the Trustee and the Custodian to) from the Master Servicer of a Request
for Release and an Officer’s Certificate to the effect that the requirements for repurchase or substitution have been satisfied.
The Master Servicer shall, and is hereby authorized and empowered by the Trustee to, prepare, execute and deliver in its own name,
on behalf of the Certificateholders and the Trustee or any of them, the endorsements and assignments contemplated by this Section 2.03(c),
and such other instruments as may be necessary or appropriate to transfer title to an REO Property (including with respect to the
Non-Serviced Mortgage Loans) in connection with the repurchase of, or substitution for, an REO Mortgage Loan and the Trustee shall
execute and deliver any powers of attorney necessary to permit the Master Servicer to do so; provided, however, that
the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or any of its agents or
subcontractors.


 


(d)          The
related Loan Purchase Agreement and, as applicable, the SMC Guaranty provide the sole remedies available to the Certificateholders,
or the Certificate Administrator or the Trustee on behalf of the Certificateholders, respecting any Document Defect or Breach with
respect to any Mortgage Loan. For purposes of this Agreement, the purchase or replacement by SMC pursuant to the SMC Guaranty of
any Mortgage Loan for which SMF is the related Mortgage Loan Seller shall be deemed a purchase or replacement by SMF.


 


Section 2.04     Representations
and Warranties of the Depositor.


 


(a)          The
Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders and the
Companion Loan Holders, and to the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator,
as of the Closing Date, that:


 


(i)          The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is
duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property or
the conduct of its business requires such qualification (except where the


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


(viii)       The
Depositor has not transferred any of its right, title and interest in and to the Mortgage Loans (as such was transferred to it
by the Mortgage Loan Sellers pursuant to the Loan Purchase Agreements) to any Person other than the Trustee; and


 


(ix)         The
Depositor is transferring all of its right, title and interest in and to the Mortgage Loans (as such was transferred to it by the
Mortgage Loan Sellers pursuant to the Loan Purchase Agreements) to the Trustee for the benefit of the Certificateholders free and
clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor.


 


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Companion Loan Holder) of a breach of any of the
representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders
or any Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Whole Loan, the
party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder,
the Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class
Representative.


 


Section 2.05     Representations,
Warranties and Covenants of the Master Servicer.


 


(a)          The
Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the
Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Special Servicer, the Operating Advisor and
the Certificate Administrator, as of the Closing Date, that:


 


(i)           The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event
that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement
or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does


 






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or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this
Agreement or the financial condition of the Master Servicer;


 


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


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other
laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations
regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations
of securities laws;


 


(v)          The
Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order,
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform
its obligations under this Agreement or the financial condition of the Master Servicer;


 


(vi)         No
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would
prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment,
is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement
or the financial condition of the Master Servicer;


 


(vii)        Each
officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans
and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section
3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the
requirements of Section 3.08(c) of this Agreement; and


 


(viii)       No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for
those consents, approvals, authorizations and orders that


 






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previously have been obtained and those filings and registrations that
previously have been completed.


 


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely affects the interests of the
Certificateholders or any Serviced Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage
Loan or Serviced Whole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each
Certifying Certificateholder and the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation
Termination Event, the Controlling Class Representative.


 


Section 2.06     Representations,
Warranties and Covenants of the Special Servicer.


 


(a)          The
Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the
Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor and the Master Servicer, the Operating
Advisor and the Certificate Administrator, as of the Closing Date, that:


 


(i)           The
Special Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not violate the Special Servicer’s organizational documents or constitute a default (or an event
that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement
or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does
or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this
Agreement or the financial condition of the Special Servicer;


 


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


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and
binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms


 






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hereof, subject
to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other
laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy
considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with
respect to violations of securities laws;


 


(v)          The
Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order,
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to
perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


(vi)         No
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would
prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment,
is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement
or the financial condition of the Special Servicer;


 


(vii)        Each
officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer
pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration
of Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage
required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage
in compliance with the requirements of Section 3.08(c) of this Agreement; and


 


(viii)       No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for
those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that
previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not
required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained)
in connection with the Special Servicer’s subsequent performance of this Agreement.


 


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in


 






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this Section which materially and adversely affects the interests of
the Certificateholders or any Serviced Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage
Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder,
the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling
Class Representative.


 


Section 2.07     Representations
and Warranties of the Trustee.


 


(a)          The
Trustee hereby represents and warrants to the Depositor, for the benefit of the Certificateholders and the Companion Loan Holders,
and to the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator, as of the Closing Date,
that:


 


(i)           The
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States
of America; 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 by laws or shareholders’ resolutions 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;


 


(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 8.08 of this Agreement, 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 (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting
the rights of creditors generally, (B) general principles of equity (regardless of whether such enforcement is considered
in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing
or purporting to provide indemnification or contribution with respect to violations of securities laws;


 


(v)          the
Trustee 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


 






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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 Trustee or might have consequences 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; and


 


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


 


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Companion Loan Holder) of a breach of any of the
representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders
or any Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Whole Loan,
the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder,
the Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class
Representative.


 


Section 2.08     Representations
and Warranties of the Certificate Administrator.


 


(a)          The
Certificate Administrator hereby represents and warrants to the Depositor, for the benefit of the Certificateholders and the Companion
Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Trustee, as of the
Closing Date, that:


 


(i)           The
Certificate Administrator 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 by laws or shareholders’
resolutions 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


 






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contract, agreement or other instrument to which the Certificate Administrator is a party
or which may be applicable to the Certificate Administrator or any of its assets;


 


(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 (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating
to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement
is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions
providing or purporting to provide indemnification or contribution with respect to violations of securities laws;


 


(v)          the
Certificate Administrator 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 might have consequences 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 Certificate Administrator of this Agreement or if
required, such approval has been obtained prior to the Closing Date; and


 


(vii)       no
litigation is pending or, to the best of the Certificate Administrator’s knowledge, 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.


 


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Companion Loan Holder) of a breach of any of the
representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders
or any Companion Loan Holder, the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or
Serviced Whole Loan, the party discovering such breach


 






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shall give prompt written notice to the other parties hereto, each Certifying
Certificateholder, the Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event,
the Controlling Class Representative.


 


Section 2.09     Representations,
Warranties and Covenants of the Operating Advisor.


 


(a)          The
Operating Advisor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders
and the Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator,
as of the Closing Date, that:


 


(i)           The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of Delaware; and the Operating Advisor is in compliance with the laws of the jurisdiction in which each Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not violate the Operating Advisor’s organizational documents or constitute a default (or an
event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does
or is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this Agreement;


 


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


 


(iv)        This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and
binding obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject
to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other
laws affecting the enforcement of creditors’ rights generally, (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law, and (C) public policy considerations regarding the enforceability
of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;


 


(v)          The
Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order,
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating Advisor’s
good faith and reasonable


 






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judgment, is likely to affect materially and adversely the ability of the Operating Advisor to perform
its obligations under this Agreement;


 


(vi)        No
litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor that
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; and


 


(vii)       No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Operating Advisor of the transactions contemplated by this Agreement, except for
any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the Closing Date, and
which, if not obtained would not have a materially adverse effect on the ability of the Operating Advisor to perform its obligations
hereunder.


 


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Companion Loan Holder) of a breach of any of the
representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders
or any Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Whole Loan,
the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder,
the Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class
Representative.


 


Section 2.10     Execution
and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. 


 


(a)          The
Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian
(to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions
of Sections 2.01 and 2.02 of this Agreement and, concurrently with such delivery, (i) the Trustee acknowledges
and hereby declares that it holds the Mortgage Loans (excluding Excess Interest) for the benefit of the Holders of the Class R
Certificates (in respect of the Lower-Tier Residual Interest) and the Lower-Tier REMIC, (ii) the Certificate Administrator acknowledges
the issuance of the Lower-Tier Regular Interests and the Lower-Tier Residual Interest in exchange for the assets of the Lower-Tier
REMIC, (iii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other
property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, and the Trustee acknowledges
and hereby declares that it holds the same on behalf of the Holders of the Certificates (other than the Class S Certificates) and
the Upper-Tier REMIC, and (iv) the Certificate Administrator acknowledges that it has executed and caused to be authenticated
and delivered to and upon the order of the Depositor, (A) in exchange for the assets of the Upper-Tier REMIC, the Regular


 






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Certificates, the Class PEZ Regular Interests and the Upper-Tier Residual Interest, evidencing ownership of the Upper-Tier
REMIC, and (B) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest,
registered in the names set forth in such order and duly authenticated by the Certificate Administrator.


 


(b)          The
Depositor, as of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without
recourse all the right, title and interest of the Depositor in and to the Class PEZ Regular Interests to the Trustee for the
benefit of the holders of (i) the Class A-S Certificates (to the extent of the Class A-S Percentage Interest of the Class A-S
Regular Interest), (ii) the Class B Certificates (to the extent of the Class B Percentage Interest of the Class B
Regular Interest), (iii) the Class C Certificates (to the extent of the Class C Percentage Interest of the Class C
Regular Interest) and (iv) the Class PEZ Certificates (to the extent of the applicable Class PEZ Percentage Interest
of each of the Class PEZ Regular Interests). The Trustee (i) acknowledges the assignment to it of the Class PEZ
Regular Interests, (ii) declares that it holds and will hold the Class PEZ Regular Interests in trust for the exclusive use
and benefit of all present and future Holders of the Exchangeable Certificates and (iii) has caused the Certificate Administrator
to execute, and has caused the Authenticating Agent to authenticate and deliver to or upon the order of the Depositor, in exchange
for the Class PEZ Regular Interests, and the Depositor hereby acknowledges the receipt by it or its designees of the Exchangeable
Certificates in authorized Denominations.


 


(c)          The
Trustee acknowledges the assignment of the Excess Interest to the Grantor Trust. The Certificate Administrator acknowledges that
it has executed and caused to be authenticated and delivered to and upon the order of the Depositor the Class S Certificates in
exchange for the Excess Interest. Accordingly, the Class S Certificates are hereby designated as undivided beneficial interests
in the portion of the Trust Fund consisting of Excess Interest and the Excess Interest Distribution Account and proceeds thereof,
which portions shall be treated as part of a grantor trust within the meaning of subpart E, part I of subchapter J of the Code.


 


Section 2.11     Miscellaneous
REMIC and Grantor Trust Provisions.


 


(a)          The
Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC,
Class LD, Class LE, Class LF and Class LG Interests are hereby designated as “regular interests”
in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by
the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC
within the meaning of Code Section 860G(a)(2).


 


(b)          The
Regular Certificates and the Class PEZ Regular Interests are hereby designated as “regular interests” in the Upper-Tier
REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates)
is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2).


 


(c)          The
Closing Date is hereby designated as the “Startup Day” of the Lower-Tier REMIC and the Upper-Tier REMIC. The
“latest possible maturity date” for


 






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purposes of Code Section 860G(a)(1) of the Lower-Tier Regular Interests, the
Regular Certificates and the Class PEZ Regular Interests is the Rated Final Distribution Date.


 


(d)          None
of the Depositor, the Trustee, the Master Servicer, the Special Servicer or the Operating Advisor or the Certificate Administrator
shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically
contemplated herein.


 


(e)          Each
Class of the Class A-S, Class B, Class C, Class PEZ and Class S Certificates shall represent undivided beneficial
interests in its corresponding portion of the Trust Fund consisting of, respectively, the Class A-S Specific Grantor Trust
Assets, the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets, the Class PEZ Specific
Grantor Trust Assets and the Class S Specific Grantor Trust Assets, each of which portions will be treated as part of a “grantor
trust” within the meaning of subpart E, part I of subchapter J of the Code.


 


Article III



ADMINISTRATION AND SERVICING

OF THE MORTGAGE LOANS


 


Section 3.01     Master
Servicer to Act as Master Servicer; Administration of the Mortgage Loans; Sub-Servicing Agreements.


 


(a)          The
Master Servicer (with respect to the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Whole Loans that
are not Specially Serviced Loans) and the Special Servicer (with respect to the Specially Serviced Loans), each as an independent
contractor, shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans, which will be serviced
pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans on behalf of the Trust Fund
and the Trustee (for the benefit of the Certificateholders or, with respect to each Serviced Whole Loan, for the benefit of the
Certificateholders and the related Companion Loan Holder(s) as a collective whole as if such Certificateholders and Companion Loan
Holder(s) constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements) as determined in the good
faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any
and all applicable laws; (ii) the express terms of this Agreement, the respective Mortgage Loans or Serviced Whole Loans and,
in the case of the Serviced Whole Loans, the related Co-Lender Agreements; and (iii) to the extent consistent with the foregoing,
the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement
and any related Co-Lender Agreement or mezzanine loan intercreditor agreement, the Master Servicer and the Special Servicer shall
seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than the Non-Serviced
Mortgage Loans) and the Serviced Companion Loans. Subject only to the Servicing Standard, the Master Servicer and Special Servicer
shall have full power and authority, acting alone or, in the case of the Master Servicer only, through Sub-Servicers (subject to
paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement), to do or cause to be done
any and all things in connection with such servicing and administration which it may deem


 






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consistent with the Servicing Standard
and, in its judgment exercised in accordance with the Servicing Standard, in the best interests of the Certificateholders and,
in the case of a Serviced Whole Loan, the related Companion Loan Holder(s) (as a collective whole as if such Certificateholders
and, in the case of a Serviced Whole Loan, the related Companion Loan Holder(s) constituted a single lender, subject to the terms
and conditions of the Co-Lender Agreements), including, without limitation, with respect to each Mortgage Loan and Serviced Companion
Loan, (A) to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced Companion Loan Holders, the Trustee,
the Certificate Administrator and the Custodian or any of them: (i) any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject
to Sections 3.07, 3.09, 3.10 and 3.24 of this Agreement, any modifications, waivers, consents
or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or
Companion Loan; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge,
and all other comparable instruments, with respect to the Mortgage Loans (and related Serviced Companion Loans) and the Mortgaged
Properties; and (B) to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name
of the Master Servicer or the Special Servicer in their respective capacity on behalf of the Trustee or the Trust, subject to clause (i)
of the following paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend,
waive or otherwise consent to any change of the terms of any Mortgage Loan or Companion Loan except under the circumstances described
in Sections 3.07, 3.09, 3.10 and 3.24 of this Agreement or in Section 3.03 of this
Agreement. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than the Non-Serviced
Mortgage Loans) and the Companion Loans in accordance with applicable law and the terms hereof, the related Loan Documents and
the Co-Lender Agreements and shall provide to the Mortgagors any reports required to be provided to them thereby.


 


Subject to Section 3.11
of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the
Master Servicer or the Special Servicer any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement
or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer) or Exhibit
AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the
Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer and
the Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special
Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary,
none of the Master Servicer, the Special Servicer or any Subservicer shall, without the Trustee’s written consent: (i) initiate
any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or Special
Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in
which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided
that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice
to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the
judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to
filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master


 






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Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the
intent to cause, and that actually causes, the Trustee to be registered to do business in any state. Each of the Master Servicer,
the Special Servicer and any Subservicer shall indemnify the Trustee for any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation,
reasonable fees and disbursements of counsel incurred by the Trustee in any action or proceeding between the Master Servicer or
the Special Servicer, as applicable, and the Trustee or between the Trustee and any third party if the Trustee prevails on its
indemnification claim) incurred by reason or result of the negligent use or negligent or willful misuse of the power of attorney
by the Master Servicer or the Special Servicer, as applicable.


 


(b)          Unless
otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received on
a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Companion Loan on a date other than a Due Date, to the
principal balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal
prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “government
securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities that comply
with Treasury Regulations Section 1.860G-2(a)(8)(ii) (which shall not be redeemed by the Master Servicer prior to the
maturity thereof) in respect of such a Mortgage Loan or Serviced Companion Loan being defeased pursuant to its terms to the principal
balance of and interest on such Mortgage Loan or Serviced Companion Loan as of the Due Date immediately following the receipt of
such amounts. If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its
option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve
account as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable
reserve account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage
Loan (or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents,
to defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or
Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan).


 


(c)          The
Master Servicer may enter into Sub-Servicing Agreements with third parties with respect to any of its obligations hereunder, provided
that (i) any such agreement shall be consistent with the provisions of this Agreement, (ii) any such agreement shall
be consistent with the Servicing Standard, (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such
agreement shall provide that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer
shall provide a copy of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify
the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document
Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase
or a Repurchase Request Rejection; and (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such
agreement. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents or subcontractors so long
as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this


 






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Section 3.01(c).
The Master Servicer shall pay the servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement (and
any assignment thereof) to the Trustee. In the case of the Limited Sub-Servicing Agreement, dated October 1, 2015, between the
Master Servicer and Berkeley Point Capital LLC (“Berkeley Point”), in the event such agreement is terminated,
the Master Servicer shall continue to pay to Berkeley Point the servicing fees that would have been due to Berkeley Point under
such agreement as though such agreement remained in full force and effect; provided that such servicing fees shall be paid
solely out of the Servicing Fee and only for so long as the Master Servicer receives a Servicing Fee pursuant to this Agreement.
Any Sub-Servicing Agreement entered into by the Master Servicer shall provide that it may be assumed by the Trustee, if the Trustee
has assumed the duties of the Master Servicer or by any successor Master Servicer without cost or obligation to the assuming party
or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02.
The Special Servicer may not enter into Sub-Servicing Agreements.


 


Any Sub-Servicing Agreement,
and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan involving a Sub-Servicer, shall
be deemed to be between the Master Servicer and such Sub-Servicer alone, and the Trustee, the Certificate Administrator, the Custodian,
the Operating Advisor, the Trust Fund 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, except as set forth in Section 3.01(d)
of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Sub-Servicer.


 


(d)          If
the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02,
the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to
carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor,
as applicable, succeed to all of the rights and obligations of the Master Servicer under any Sub-Servicing Agreement entered into
by the Master Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master
Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest therein (but not any liabilities
or obligations in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have replaced the
Master Servicer as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been assigned
to the Trustee on behalf of the Trust or such successor Master Servicer, as applicable, except that the Master Servicer shall not
thereby be relieved of any liability or obligations under such Sub-Servicing Agreement that accrued prior to the succession of
the Trustee or the successor Master Servicer, as applicable.


 


In the event that the
Trustee or any successor Master Servicer, assumes the servicing obligations of the Master Servicer, upon request of the Trustee,
or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be delivered
to the Trustee or such successor Master Servicer all documents and records relating to any Sub-Servicing Agreement and the Mortgage
Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its
reasonable


 






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efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to the Trustee or the successor
Master Servicer, as applicable.


 


(e)          The
parties hereto acknowledge that each Serviced Whole Loan is subject to the terms and conditions of the related Co-Lender Agreement
and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion
Loan Holders, including: (i) with respect to the allocation of collections on or in respect of such Serviced Whole Loan, and the
making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder; (ii) with
respect to the allocation of expenses and losses relating to such Whole Loan to the Trust, as holder of the related Mortgage Loan,
and to the related Companion Loan Holder and (iii) the consultation rights of the related Companion Loan Holder or its Companion
Loan Holder Representative. With respect to any Serviced Whole Loan, the Master Servicer (if such Serviced Whole Loan is a non-Specially
Serviced Loan) or the Special Servicer (if such Serviced Whole Loan has become a Specially Serviced Loan or the related Mortgaged
Property has been converted to an REO Property) shall (i) prepare and provide to such Companion Loan Holder all notices, reports,
statements and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Agreement;
and (ii) 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 related Mortgage Loan pursuant to the related Co-Lender Agreement and/or as set forth herein.
All provisions required to be included herein by the related Co-Lender Agreement are deemed included. In the event of any conflict
between this Agreement and a Co-Lender Agreement, the terms of such Co-Lender Agreement shall control with respect to the related
Serviced Whole Loan.


 


(f)          Notwithstanding
anything to the contrary herein, (a) at no time shall the Master Servicer or the Trustee be required to make any P&I Advance
on any Companion Loan and (b) if the Mortgage Loan (or the related REO Property) that is part of a Serviced Whole Loan is no longer
part of the Trust Fund, neither the Master Servicer nor the Trustee, as the case may be, shall have any obligation to make any
Property Advance on such Serviced Whole Loan. If pursuant to the foregoing sentence, the Master Servicer or the Trustee does not
intend to make a Property Advance with respect to a Serviced Whole Loan that the Master Servicer or the Trustee would have made
if the related Mortgage Loan or REO Property were still part of the Trust Fund, the Master Servicer or the Trustee, as the case
may be, shall promptly notify the holder of the related Companion Loan of its intention to no longer make such Property Advances
and shall additionally promptly notify such holder of any required Property Advance it would have otherwise made upon becoming
aware of the need for such Property Advance. Additionally, at the time the Mortgage Loan relating to a Serviced Whole Loan is removed
from the Trust Fund, the Master Servicer or the Trustee, as the case may be, shall deliver to the related Companion Loan Holder
(or the master servicer of any securitization of the related Companion Loan) (i) a copy of the most recent inspection report and
the inspection report for the prior calendar year, (ii) copies of all financial statements collected from the related borrower
for the most recent calendar year and the prior calendar year, (iii) a copy of the most recent Appraisal and any other Appraisal
done in the prior year and (iv) a copy of all tax and insurance bills for the current calendar year and the prior calendar year.


 






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(g)          Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s obligations and responsibilities,
if any, hereunder and the Master Servicer’s authority, if any, with respect to each Non-Serviced Mortgage Loan and each Non-Serviced
Companion Loan related to each Non-Serviced Mortgage Loan are limited by and subject to the terms of each Co-Lender Agreement and
this Agreement and the rights of an Other Master Servicer and an Other Special Servicer with respect thereto under the applicable
Other Pooling and Servicing Agreement. The Master Servicer further recognizes the respective rights and obligations of an Other
Trustee and/or the Companion Loan Holders (or the representatives thereof) under each respective Co-Lender Agreement including
with respect to (i) the allocation of collections on or in respect of a Non-Serviced Whole Loan in accordance with the related
Co-Lender Agreement, (ii) the purchase of a Non-Serviced Whole Loan or related Non-Serviced Mortgage Loan by the related Non-Serviced
Companion Loan Holder or their designees in accordance with the respective Co-Lender Agreement to the extent provided therein and
(iii) any cure rights that a Non-Serviced Companion Loan Holder may exercise, if applicable, in accordance with the related
Co-Lender Agreement. The Trustee shall cooperate with the Master Servicer in connection with the enforcement of the rights of the
Trustee on behalf of the Trust (as holder of each Non-Serviced Mortgage Loan) under each related Co-Lender Agreement and each applicable
Other Pooling and Servicing Agreement. The Master Servicer (under the power of attorney granted by the Trustee) shall take such
actions as it shall deem reasonably necessary to facilitate servicing of each Non-Serviced Companion Loan by the related Other
Master Servicer and Other Special Servicer, including, but not limited to, delivering appropriate requests for release to the custodian
(if any) in order to deliver any portion of the related Mortgage File to the related Other Master Servicer or Other Special Servicer
under the related applicable Other Pooling and Servicing Agreement.


 


None of the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee shall have any obligation or authority
to supervise any Other Master Servicer, any Other Special Servicer, any Other Operating Advisor, any Other Certificate Administrator,
any Other Trustee or any other party to the applicable Other Pooling and Servicing Agreement or to make Property Advances with
respect to any of the Non-Serviced Mortgage Loans or a Non-Serviced Companion Loan related to the Non-Serviced Mortgage Loans.
The obligation of the Master Servicer to provide information to the Certificate Administrator, the Trustee or any other Person
with respect to each Non-Serviced Mortgage Loan and any Non-Serviced Companion Loan related to each Non-Serviced Mortgage Loan
is dependent on their receipt of the corresponding information from an Other Master Servicer or an Other Special Servicer, as applicable.


 


(h)          The
parties hereto acknowledge that each Non-Serviced Whole Loan is subject to the terms and conditions of the respective Co-Lender
Agreement and further acknowledge that, pursuant to the respective Co-Lender Agreement, (i) the related Non-Serviced Mortgage
Loan and Non-Serviced Companion Loan are to be serviced and administered by an Other Master Servicer and Other Special Servicer
in accordance with the applicable Other Pooling and Servicing Agreement, and (ii) in the event that the applicable Non-Serviced
Companion Loan is no longer part of the trust fund created by the applicable Other Pooling and Servicing Agreement and the related
Non-Serviced Mortgage Loan remains an asset of the Trust Fund, then, as set forth in the related Co-Lender Agreement, the related
Whole Loan shall be


 






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serviced in accordance with the applicable provisions of the applicable Other Pooling and Servicing Agreement
as if such agreement was still in full force and effect with respect to the related Whole Loan, until such time as a new servicing
agreement has been agreed to by the parties to the related Co-Lender Agreement in accordance with the provisions of such agreement
and confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result in a downgrade,
qualification or withdrawal of the then current ratings of any Class of Certificates then outstanding and any other requirements
applicable to the related Non-Serviced Mortgage Loan.


 


(i)           The
parties hereto recognize the respective rights and obligations of the “Initial Note Holders” and “Note Holders”
under the Co-Lender Agreements for such Non-Serviced Mortgage Loans, including with respect to the allocation of collections and
losses on or in respect of such Non-Serviced Mortgage Loans and the related Non-Serviced Companion Loans and the making of payments
to the “Initial Note Holders” and “Note Holders” in accordance with each such Co-Lender Agreement and the
applicable Other Pooling and Servicing Agreement. Although each Non-Serviced Mortgage Loan is not serviced and administered hereunder,
the Master Servicer for each such Non-Serviced Mortgage Loan shall have certain duties as set forth herein and shall constitute
the “Master Servicer” hereunder with respect to each such Non-Serviced Mortgage Loan.


 


If there are at any time
amounts due from the Trust, as holder of each Non-Serviced Mortgage Loan, to any party under the related Co-Lender Agreement or
the applicable Other Pooling and Servicing Agreement, the Master Servicer shall pay such amounts out of the Collection Account.
If the Master Servicer or the Special Servicer receives a request from a party to the applicable Other Pooling and Servicing Agreement
related to the Non-Serviced Mortgage Loans to (i) consent to a modification, waiver or amendment of, or other loan level action
related to, such Non-Serviced Mortgage Loan (and a modification, waiver or amendment of the applicable Other Pooling and Servicing
Agreement and/or the related Co-Lender Agreement shall not be subject to the operation of this sentence but shall instead be subject
to the operation of the second succeeding sentence) or (ii) exercise any consultation rights with respect to “Major Decisions”
(as such term or an analogous term is defined in the applicable Other Pooling and Servicing Agreement) in connection with such
Non-Serviced Mortgage Loan or any related REO Property, then the Master Servicer shall promptly forward any such request it receives
to the Special Servicer and the Special Servicer shall promptly deliver a copy of such request it receives (from the Master Servicer
or directly from a party to the applicable Other Pooling and Servicing Agreement) to the Controlling Class Representative (if no
Control Termination Event has occurred and is continuing and such Non-Serviced Mortgage Loan is not an Excluded Loan) and the Controlling
Class Representative shall exercise any right of consent or consultation; provided, however, that, if such Non-Serviced
Mortgage Loan were serviced hereunder and such action would not be permitted without Rating Agency Confirmation, then the Controlling
Class Representative shall not exercise such right of consent or consultation without first having received such Rating Agency
Confirmation (payable at the expense of the party requesting such approval, if a Certificateholder or a party to this Agreement,
and otherwise from the Collection Account). If a Responsible Officer of the Trustee receives actual notice of a termination event
under the applicable Other Pooling and Servicing Agreement, then the Trustee shall notify the Master Servicer, the Special Servicer
and the Controlling Class Representative (in writing), and the Master Servicer and the Special Servicer shall act in accordance
with the


 






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instructions of (prior to the occurrence of a Control Termination Event) the Controlling Class Representative in accordance
with the applicable Other Pooling and Servicing Agreement with respect to such termination event (provided that the Master Servicer
and the Special Servicer shall only be required to comply with such instructions if such instructions are in accordance with the
applicable Other Pooling and Servicing Agreement and not inconsistent with this Agreement); provided that, if such instructions
are not provided within a reasonable time period (not to exceed ten (10) Business Days or such lesser response time as is afforded
under the applicable Other Pooling and Servicing Agreement) or if the Master Servicer is not permitted by the applicable Other
Pooling and Servicing Agreement to follow such instructions or if a Control Termination Event has occurred, then the Master Servicer
shall take such action or inaction (to the extent permitted by the applicable Other Pooling and Servicing Agreement), as directed
in writing by the Holders of the Certificates entitled to a majority of the Voting Rights (such direction communicated to the Master
Servicer by the Certificate Administrator) within a reasonable period of time that does not exceed such response time as is afforded
under the applicable Other Pooling and Servicing Agreement. If the Trustee receives a written request from any party to the applicable
Other Pooling and Servicing Agreement for consent to or approval of a modification, waiver or amendment of the applicable Other
Pooling and Servicing Agreement and/or the related Co-Lender Agreement, or the adoption of any servicing agreement that is the
successor to and/or in replacement of the applicable Other Pooling and Servicing Agreement in effect as of the Closing Date or
a change in servicer under the applicable Other Pooling and Servicing Agreement, then the Trustee (if it shall have received a
prior Rating Agency Confirmation from each Rating Agency (at the expense of the party requesting such approval of the Trustee,
if a Certificateholder or a party to this Agreement and otherwise from the Collection Account) with respect to such consent or
approval) shall grant such consent or approval; provided that unless a Control Termination Event has occurred and is continuing,
the Trustee shall obtain the consent of the Controlling Class Representative prior to granting any such consent. The Trustee shall
not take any action and shall not be liable for failing to take any action except upon obtaining such consent and direction. During
the continuation of any termination event under the applicable Other Pooling and Servicing Agreement, each of the Trustee, the
Master Servicer and the Special Servicer shall have the right (but not the obligation) to take all actions to enforce its rights
and remedies and to protect the interests, and enforce the rights and remedies, of the Trust (including the institution and prosecution
of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). The
reasonable costs and expenses incurred by the Master Servicer, Special Servicer or the Trustee in connection with such enforcement
shall be paid by the Master Servicer out of the Collection Account as a Servicing Advance. The Trustee and the Master Servicer
shall each promptly forward all material notices or other communications delivered to it in connection with the applicable Other
Pooling and Servicing Agreement to the other such party, the Depositor and (prior to the occurrence of a Control Termination Event)
the Controlling Class Representative and, if such notice or communication is in the nature of a notice or communication that would
be required to be delivered to the Rating Agencies if the related Non-Serviced Mortgage Loan were a Mortgage Loan that is serviced
and administered under this Agreement, to the Depositor (who shall promptly post such notice to the Depositor’s website in
accordance with Section 11.13) and, in accordance with Section 11.13, the Rating Agencies. Any obligation
of the Master Servicer, if any, to provide information and collections to the Trustee, the Certificate Administrator, the Controlling
Class Representative and the Certificateholders with respect to


 






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any Non-Serviced Mortgage Loan shall be dependent on its receipt
of the corresponding information and collections from an Other Master Servicer or an Other Special Servicer. Each of the Trustee,
the Certificate Administrator, the Master Servicer and the Special Servicer shall reasonably cooperate with the Controlling Class
Representative to facilitate the exercise by the Controlling Class Representative of any consent, approval or consultation rights
set forth in this Section 3.01(i); provided, however, the Trustee, the Certificate Administrator, the Master Servicer
and Special Servicer shall have no right or obligation to exercise any consent or consultation rights or obtain a Rating Agency
Confirmation on behalf of the Controlling Class Representative.


 


(j)           With
respect to the Non-Serviced Mortgage Loans, the parties to this Agreement agree as follows:


 


(i)           pursuant
to the applicable Other Pooling and Servicing Agreement, an Other Master Servicer is obligated to make “Property Advances”
and incur “Additional Trust Fund Expenses” (each as defined in the applicable Other Pooling and Servicing Agreement)
with respect to each Non-Serviced Mortgage Loan; the Trust shall be responsible for its pro rata share (such pro rata
share and the pro rata share of the holder of the related Non-Serviced Companion Loan to be determined based on the respective
principal balances of such Non-Serviced Mortgage Loan and the related Non-Serviced Companion Loan) of any “Nonrecoverable
Property Advances” (and advance interest thereon) and any “Additional Trust Fund Expenses” (each as defined in
the applicable Other Pooling and Servicing Agreement), but only to the extent that they relate to servicing and administration
of the Non-Serviced Mortgage Loans, including without limitation, any unpaid “Special Servicing Fees”, “Liquidation
Fees” and “Workout Fees” (each as defined in the applicable Other Pooling and Servicing Agreement) relating to
the Non-Serviced Mortgage Loans; and in the event that the funds received with respect to each Non-Serviced Whole Loan are insufficient
to cover “Servicing Advances” or “Additional Trust Fund Expenses” (each as defined in the applicable Other
Pooling and Servicing Agreement), (i) the Master Servicer shall, promptly following notice from an Other Master Servicer,
reimburse an Other Master Servicer, an Other Special Servicer, an Other Certificate Administrator or an Other Trustee, as applicable
(such reimbursement, to the extent owed to an Other Special Servicer, an Other Certificate Administrator or an Other Trustee, may
be paid by the Master Servicer to an Other Master Servicer, who shall pay such amounts to an Other Special Servicer, an Other Certificate
Administrator or an Other Trustee, as applicable), out of general funds in the Collection Account for the Trust’s pro
rata (such pro rata share and the pro rata share of the holder of the related Non-Serviced Companion Loan to
be determined based on the respective principal balances of such Non-Serviced Mortgage Loan and the related Non-Serviced Companion
Loan) share of any such “Nonrecoverable Property Advances” and/or “Additional Trust Fund Expenses” (each
as defined in the applicable Other Pooling and Servicing Agreement), and (ii) if the applicable Other Pooling and Servicing
Agreement permits an Other Master Servicer, an Other Special Servicer, an Other Certificate Administrator or an Other Trustee to
reimburse itself from an Other Trust’s general account, then the parties to this Agreement hereby acknowledge and agree that
an Other Master Servicer, an Other Special Servicer, an Other Certificate Administrator or an Other Trustee, as applicable, may
do so and the Master Servicer shall be required to, promptly following


 






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notice
from an Other Master Servicer, reimburse an Other Trust out of general funds in the Collection Account for the Trust’s pro
rata share (such pro rata share and the pro rata share of the holder of the related Non-Serviced Companion Loan
to be determined based on the respective principal balances of such Non-Serviced Mortgage Loan and the related Non-Serviced Companion
Loan) of any such “Nonrecoverable Servicing Advances” and/or “Additional Trust Fund Expenses” (each as
defined in the applicable Other Pooling and Servicing Agreement) specifically related to the subject Non-Serviced Mortgage Loan;


 


(ii)          each
of the parties to the applicable Other Pooling and Servicing Agreement and any of their respective directors, officers, employees
or agents and the Other Securitization Trust, shall be indemnified by the Trust with respect to losses, costs and expenses relating
to a Non-Serviced Mortgage Loan and the related Mortgaged Property as and to the same extent the applicable Other Securitization
Trust is required to indemnify each of such Persons in respect of other mortgage loans in an Other Securitization Trust pursuant
to the terms of Other Pooling and Servicing Agreement by the Trust to the extent of the Trust’s pro rata share of
such indemnified items, and to the extent amounts on deposit in the “Serviced Whole Loan Custodial Account” (as defined
in the applicable Other Pooling and Servicing Agreement) are insufficient for reimbursement of such amounts, the Master Servicer
shall, promptly following notice from an Other Master Servicer, reimburse each of such applicable Persons for the Trust’s
pro rata share of the insufficiency out of general funds in the Collection Account;


 


(iii)         in
the event of a conflict between the provisions of this Agreement and the related Co-Lender Agreement, the related Co-Lender Agreement
shall prevail, provided that in no event shall the Master Servicer or the Special Servicer, as the case may be, take action or
omit to take action in accordance with the terms of the Co-Lender Agreement, that would cause the Master Servicer or the Special
Servicer to violate the Servicing Standard or REMIC Provisions; and


 


(iv)         the
Other Master Servicer, Other Special Servicer and Other Trust shall be third party beneficiaries of this Section 3.01(j).


 


(k)          To
the extent required under any Loan Documents, the Master Servicer shall, on behalf of the related lender, maintain a Note register
for the related Mortgage Loan in accordance with such Loan Documents.


 


Section
3.02     Liability of the Master
Servicer. Notwithstanding any Sub-Servicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements
between the Master Servicer and any Person acting as Sub-Servicer (or its agents or subcontractors) or any reference to actions
taken through any Person acting as Sub-Servicer or otherwise, the Master Servicer shall remain obligated and primarily liable for
the servicing and administering of the Mortgage Loans (other than with respect to the primary servicing of any Non-Serviced Mortgage
Loans) and the Serviced Companion Loans in accordance with the provisions of this Agreement without diminution of such obligation
or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from any Person acting
as Sub-Servicer (or its agents or subcontractors) to the same extent and under the same


 






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terms and conditions as if the Master Servicer
alone were servicing and administering the Mortgage Loans (other than with respect to the primary servicing of any Non-Serviced
Mortgage Loans) and the Serviced Companion Loans. The Master Servicer shall be entitled to enter into an agreement with any Sub-Servicer
providing for indemnification of the Master Servicer by such Sub-Servicer, and nothing contained in this Agreement shall be deemed
to limit or modify such indemnification, but no such agreement for indemnification shall be deemed to limit or modify this Agreement.


 


Section 3.03     Collection of Certain Mortgage Loan
Payments. 


 


(a)          The Master Servicer (with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to
Specially Serviced Loans), as applicable, shall use commercially reasonable efforts in accordance with the Servicing Standard
to collect all payments called for under the terms and provisions of the Mortgage Loans (excluding the Non-Serviced Mortgage
Loans) and the Serviced Companion Loan it is obligated to service hereunder (including Special Servicing Fees, Workout Fees,
Liquidation Fees (in the case of Specially Serviced Loans only) and any other fees payable to the Master Servicer or the
Special Servicer if and to the extent the related Loan Documents require the related Mortgagor to pay such fees), and shall
follow the Servicing Standard with respect to such collection procedures; provided that with respect to each ARD Loan, so
long as the related Mortgagor is in compliance with each provision of the related Loan Documents, the Master Servicer and the
applicable Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to
make any payment of Excess Interest, other than requests for collection, until the Maturity Date of the related ARD Loan or
until the outstanding principal balance of such ARD Loan (exclusive of any portion representing accrued Excess Interest) has
been paid in full); provided, further, that, with respect to any ARD Mortgage Loan, the Master Servicer or applicable Special
Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal
in accordance with the terms of the Loan Documents. For clarification, no obligation of the Master Servicer or the Special
Servicer to use commercially reasonable efforts to collect fees from the related Mortgagor will change the obligation of the
Master Servicer to pay such fees from general collections or other proceeds in accordance with Section 3.06(a) and 3.06A of
this Agreement, whether or not such Special Servicing Fees, Workout Fees or Liquidation Fees are collected from or paid by
the related Mortgagor. The Master Servicer, with respect to the Mortgage Loans (other than Non-Serviced Mortgage Loans) other
than Specially Serviced Loans, and Special Servicer, with respect to the Specially Serviced Loans, shall use its reasonable
efforts to collect income statements, rent rolls and other reporting information from Mortgagors (as required under the
related Loan Documents). Consistent with the foregoing, the Master Servicer (with respect to non-Specially Serviced Loans) or
Special Servicer (with respect to Specially Serviced Loans), as applicable, may in its discretion waive any Penalty Charges
in connection with any delinquent Monthly Payment with respect to any Mortgage Loan or Companion Loan. In addition,
the Master Servicer shall be entitled to take such actions with respect to the collection of payments on the Mortgage Loans
and the Serviced Companion Loans as are permitted or required under this Section 3.03.


 


(b)          In
the event that the Master Servicer or the applicable Special Servicer receives Excess Interest and is aware that it has received
Excess Interest on or prior to the Determination Date for any Distribution Date, or receives notice from the related Mortgagor
that


 






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the Master Servicer or such Special Servicer will be receiving Excess Interest on or prior to the Determination Date for any
Distribution Date, the Master Servicer or such Special Servicer, as the case may be, shall notify the Certificate Administrator
no later than two Business Days prior to such Distribution Date in the CREFC® Loan Periodic Update File. None of
the Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Trustee shall be responsible for any
failure of the related Mortgagor to pay any such Excess Interest. The preceding statements shall not, however, be construed to
limit the provisions of Section 3.03(a) of this Agreement.


 


(c)          The
Certificate Administrator shall deliver to an Other Depositor, an Other Trustee, an Other Certificate Administrator, an Other Special
Servicer, an Other Master Servicer and an Other Operating Advisor (A) promptly following the Closing Date, or, as applicable,
upon receipt of notice by the Certificate Administrator of the Hyatt Place Texas Portfolio Companion Loan Securitization Date,
written notice in the form of Exhibit FF attached hereto stating that, as of the Closing Date, or, as applicable, as
of the Hyatt Place Texas Portfolio Companion Loan Securitization Date, the Trust is the holder of such Non-Serviced Mortgage Loan
and directing each such recipient to remit to the Master Servicer all amounts payable to, and to forward, deliver or otherwise
make available, as the case may be, to the Master Servicer all reports, statements, documents, communications and other information
that are to be forwarded, delivered or otherwise made available to, the holder of such Non-Serviced Mortgage Loan under the related
Co-Lender Agreement and the applicable Other Pooling and Servicing Agreement (which notice shall also provide contact information
for the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the party designated to exercise
the rights of the “Non-Controlling Note Holder” under each Co-Lender Agreement (to the extent the Certificate Administrator
has received notice of the relevant contact information)), accompanied by a statement that a copy of an executed version of this
Agreement is available upon request, and (B) notice of any subsequent change in the identity of the Master Servicer or the
party designated to exercise the rights of the “Non-Controlling Note Holder” under each Co-Lender Agreement (together
with the relevant contact information (to the extent the Certificate Administrator has received notice of such event and the relevant
contact information)). The Master Servicer shall, within two (2) Business Days of receipt of properly identified funds, deposit
into the Collection Account all amounts received with respect to each Non-Serviced Mortgage Loan, the Mortgaged Property related
to each Non-Serviced Mortgage Loan or any related REO Property.


 


(d)          With
respect to each Non-Serviced Mortgage Loan, if the Master Servicer does not receive from an Other Master Servicer any Monthly Payment
or other amounts known by the Master Servicer to be owing on each Non-Serviced Mortgage Loan in accordance with the terms of the
applicable Other Pooling and Servicing Agreement and/or the related Co-Lender Agreement, then the Master Servicer shall provide
notice of such failure to an Other Master Servicer, an Other Trustee and an Other Certificate Administrator.


 


Section 3.04     Collection
of Taxes, Assessments and Similar Items; Escrow Accounts.


 


(a)          With
respect to each Mortgaged Property securing a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Whole Loan,
the Master Servicer shall


 






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maintain accurate records with respect to each related Mortgaged Property reflecting the status of taxes,
assessments, ground rents and other similar items that are or may become a lien on the related Mortgaged Property and the status
of insurance premiums payable with respect thereto. From time to time, to the extent such payments are to be made from escrowed
funds, the Master Servicer shall (i) obtain all bills for the payment of such items (including renewal premiums), and (ii) effect
payment of all such bills with respect to such Mortgaged Properties prior to the applicable penalty or termination date, in each
case employing for such purpose Escrow Payments as allowed under the terms of the related Mortgage Loan (other than the Non-Serviced
Mortgage Loans) or Serviced Whole Loan. With respect to non-escrowed payments, when the Master Servicer becomes aware in accordance
with the Servicing Standard that a Mortgagor (other than with respect to the Non-Serviced Mortgage Loans) has failed to make
any such payment or, with respect to escrowed loans, collections from the Mortgagor are insufficient to pay any such item before
the applicable penalty or termination date, the Master Servicer shall advance the amount of any shortfall as a Property Advance
unless the Master Servicer determines in accordance with the Servicing Standard that such Advance would be a Nonrecoverable Advance.
Notwithstanding anything in this Agreement to the contrary, the Master Servicer may in accordance with the Servicing Standard elect
(but is not required) to make (and in the case of a Specially Serviced Loan, at the direction of the Special Servicer will be required
to make) a payment from amounts on deposit in the Collection Account that would otherwise be a Property Advance with respect to
a Mortgage Loan (other than the Non-Serviced Mortgage Loans) notwithstanding that the Master Servicer or the Special Servicer has
determined that such a Property Advance would, if advanced, be a Nonrecoverable Property Advance, if making the payment would prevent
(i) the related Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any event that would cause
a loss of the priority of the lien of the related Mortgage, or the loss of any security for the related Mortgage Loan, or would
remediate any adverse environmental condition or circumstance at the related Mortgaged Property, if, in each instance, the Master
Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard that making the payment is
in the best interest of the Certificateholders and any related Companion Loan Holder(s) (as a collective whole as if the Certificateholders
and such Companion Loan Holder(s) constituted a single lender). If the Special Servicer makes such a determination, it shall notify
the Master Servicer and the Master Servicer shall make such payment from the Collection Account. No costs incurred by the Master
Servicer in effecting the payment of taxes and assessments on the Mortgaged Properties shall, for the purpose of calculating distributions
to Certificateholders, be added to the amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage
Loans so permit.


 


(b)          The
Master Servicer shall segregate and hold all funds collected and received pursuant to any Mortgage Loan or Serviced Whole Loan
constituting Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one
or more segregated custodial accounts (each, an “Escrow Account”) into which all Escrow Payments shall be deposited
within two (2) Business Days after receipt of properly identified funds. The Master Servicer shall also deposit into each applicable
Escrow Account any amounts representing losses on Permitted Investments to the extent required by Section 3.07(b) of
this Agreement and any Insurance Proceeds or Condemnation Proceeds which are required to be applied to the restoration or repair
of any Mortgaged Property pursuant to the related Mortgage Loan. Escrow Accounts shall be Eligible Accounts (except to the extent
the related Mortgage


 






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Loan requires or permits it to be held in an account that is not an Eligible Account) and (subject to any
changes in the identities of the Master Servicer and/or the Trustee) shall be entitled, “Wells Fargo Bank, National Association,
as Master Servicer, on behalf of U.S. Bank National Association, as Trustee for the benefit of the registered Holders of GS Mortgage
Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34, the Companion Loan Holders,
and Various Mortgagors.” Withdrawals from an Escrow Account may be made by the Master Servicer only:


 


(i)           to
effect timely payments of items constituting Escrow Payments for the related Loan Documents and in accordance with the terms of
the related Mortgage Loan or Serviced Whole Loan, as applicable;


 


(ii)          to
transfer funds to the Collection Account and/or the applicable Serviced Whole Loan Custodial Account to reimburse the Master Servicer,
the Special Servicer or the Trustee, as applicable, for any Property Advance (with interest thereon at the Advance Rate) relating
to Escrow Payments, but only from amounts received with respect to the related Mortgage Loan or Serviced Whole Loan, as applicable,
which represent late collections of Escrow Payments thereunder;


 


(iii)         for
application to the restoration or repair of the related Mortgaged Property in accordance with the related Mortgage Loan or Serviced
Whole Loan, as applicable, and the Servicing Standard;


 


(iv)         to
clear and terminate such Escrow Account upon the termination of this Agreement;


 


(v)          to
pay from time to time to the related Mortgagor (a) any interest or investment income earned on funds deposited in the Escrow
Account if such income is required to be paid to the related Mortgagor under law or by the terms of the Mortgage Loan or Serviced
Whole Loan, as applicable, or otherwise to the Master Servicer and (b) any other funds required to be released to the related
Mortgagors pursuant to the related Loan Documents; and


 


(vi)        to
remove any funds deposited in an Escrow Account that were not required to be deposited therein.


 


(c)          In
the event any Loan Documents permit the lender, at the discretion of the lender, to use letters of credit and/or cash reserves
to prepay the related Mortgage Loan prior to the Maturity Date and in the absence of an event of default or acceleration of the
Mortgage Loan, then the Master Servicer shall hold such amounts in an Escrow Account for so long as the Loan Documents permit such
discretion.


 


(d)          To
the extent that (i) an operations and maintenance plan is required to be established and executed pursuant to the terms of
a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or a Serviced Whole Loan, or (ii) any repairs, capital improvements,
actions or remediations are required to have been taken or completed pursuant to the terms of the Mortgage Loan (other than the
Non-Serviced Mortgage Loans) or Serviced Whole Loan, the Master Servicer shall determine in accordance with the Servicing Standard
(which determination may be


 






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made on the basis of inquiry to the Mortgagor and this sentence shall in no event be construed to require
a physical inspection other than inspections described in Section 3.18 of this Agreement; provided that all
deliveries required to be made to Master Servicer under the related Loan Documents of supporting documentation have been made)
whether the related Mortgagor has failed to perform such obligations under the related Mortgage Loan or Serviced Whole Loan as
of the date required under the related Mortgage Loan or Serviced Whole Loan and report any such failure to the Special Servicer,
the Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class
Representative within a reasonable time after the date as of which such actions or remediations are required to be or to have been
taken or completed.


 


Section 3.05     Collection
Account; Distribution Accounts and Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution Account.


 


(a)          The
Master Servicer shall establish and maintain the Collection Account in the Master Servicer’s name on behalf of the Trustee,
for the benefit of the Certificateholders and the Trustee as the Holder of the Lower-Tier Regular Interests. The Collection Account
shall be established and maintained as an Eligible Account. As and when required under this Agreement, the Master Servicer shall
transfer to the Collection Account any amounts to be transferred thereto from a Serviced Whole Loan Custodial Account as contemplated
by Section 3.06A(a)(i) of this Agreement. In addition, the Master Servicer shall deposit or cause to be deposited in
the Collection Account within two (2) Business Days following receipt of properly identified funds the following payments and collections
received or made by it on or with respect to the Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan):


 


(i)          all
payments on account of principal on such Mortgage Loans, including the principal component of Unscheduled Payments;


 


(ii)          all
payments on account of interest on such Mortgage Loans (including Excess Interest);


 


(iii)         all
Yield Maintenance Charges on such Mortgage Loans;


 


(iv)        any
amounts required to be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses realized
on Permitted Investments with respect to funds held in the Collection Account;


 


(v)          all
Net REO Proceeds withdrawn from an REO Account pursuant to Section 3.16(b) of this Agreement and all Net Insurance
Proceeds, Net Condemnation and Net Liquidation Proceeds with respect to such Mortgage Loans;


 


(vi)        any
amounts received from Mortgagors under such Mortgage Loans that represent (A) recoveries of Property Protection Expenses,
(B) any recovery of Unliquidated Advances with respect to such Mortgage Loans, or (C) any other reimbursements in accordance
with the related Loan Documents, in each case to the extent not permitted to be retained by the Master Servicer as provided herein;
and


 






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(vii)       any
other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Master Servicer or
the Special Servicer, including pursuant to Section 2.03 of this Agreement.


 


The foregoing requirements
for deposits in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees and
defeasance fees need not be deposited in the Collection Account by the Master Servicer or the Special Servicer, as applicable and,
to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable, shall be entitled to retain
any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees and/or defeasance fees received with respect
to such Mortgage Loans in accordance with Section 3.12 of this Agreement; provided that if the Master Servicer
or the Special Servicer, as applicable, receives any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application
fees and/or defeasance fees in excess of the percentage of such fees to which it is entitled pursuant to Section 3.12(a)
(in the case of the Master Servicer) or Section 3.12(c) (in the case of the Special Servicer), then it shall remit
to the other party (i.e., the Special Servicer (if Master Servicer has received the excess percentage of such fees) or the Master
Servicer (if the Special Servicer has received the excess percentage of such fees), as applicable) the percentage of such fees
to which such other party is entitled pursuant to Section 3.12(a) or Section 3.12(c), as applicable. The
Master Servicer and the Special Servicer shall not deposit any Penalty Charges and Modification Fees received by the Master Servicer
or the Special Servicer, as applicable, with respect to any Mortgage Loan into the Collection Account and shall instead apply such
fees in accordance with Section 3.14 of this Agreement. In the event that the Master Servicer deposits in the Collection
Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any
provision herein to the contrary notwithstanding. The Master Servicer shall give written notice to the Certificate Administrator,
the Trustee and the Special Servicer of the location and account number of the Collection Account and shall notify the Certificate
Administrator and the Special Servicer in writing of any subsequent change thereof.


 


Upon receipt of any of
the amounts described in clauses (i) through (vii) above with respect to a Mortgage Loan (other than any Mortgage Loan related
to a Serviced Whole Loan), the Special Servicer shall promptly, but in no event later than one (1) Business Day after receipt,
remit such amounts to the Master Servicer for deposit into the Collection Account in accordance with the second preceding paragraph,
unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited
because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of
the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer
determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive
endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that
relates to any Mortgage Loan (other than any Mortgage Loan related to a Serviced Whole Loan) shall initially be deposited by the
Special Servicer into the related REO Account (or, at the option of the Special Servicer, remitted by the applicable property manager
directly to the Master Servicer) and thereafter remitted to the


 






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Master Servicer for deposit into the Collection Account, all in
accordance with Section 3.16 of this Agreement.


 


(b)          The
Certificate Administrator shall establish and maintain the Lower-Tier Distribution Account and the Upper-Tier Distribution Account
in the name of the Certificate Administrator, in trust for the benefit of the Certificateholders. Each of the Distribution Accounts
shall be established and maintained as Eligible Accounts or as sub-accounts of a single Eligible Account. With respect to each
Distribution Date, on or before such Distribution Date the Certificate Administrator shall be deemed to make or shall make the
withdrawals from the Lower-Tier Distribution Account, as set forth in Section 4.01 of this Agreement, shall be deemed
to make the deposits into the Lower-Tier Distribution Account and the Upper-Tier Distribution Account, as set forth in Section 4.01
hereof, and shall cause the amount of Available Funds (including P&I Advances) and Yield Maintenance Charges to be distributed
in respect of the Certificates, pursuant to Section 4.01 hereof on such date. For so long as U.S. Bank National Association
is acting as the Certificate Administrator, all funds held in the Lower-Tier Distribution Account and the Upper-Tier Distribution
Account shall remain uninvested.


 


(c)          The
Certificate Administrator shall establish (upon receipt of written notice that an event that generates Excess Liquidation Proceeds
has occurred) and maintain the Excess Liquidation Proceeds Reserve Account for the benefit of the Certificateholders. The Excess
Liquidation Proceeds Reserve Account shall be maintained separate and apart from trust funds for mortgage pass-through certificates
of other series administered by the Certificate Administrator and other accounts of the Certificate Administrator. For so long
as U.S. Bank National Association is acting as the Certificate Administrator, all funds held in the Excess Liquidation Proceeds
Reserve Account shall remain uninvested.


 


(d)          Upon
the disposition of any REO Property in accordance with Section 3.17 of this Agreement, the Special Servicer shall calculate
the Excess Liquidation Proceeds, if any, realized in connection with such sale and remit to the Certificate Administrator such
amount for deposit in the Excess Liquidation Proceeds Reserve Account. Amounts held in the Excess Liquidation Proceeds Reserve
Account on each Distribution Date that exceed amounts reasonably anticipated to be required to offset possible future Realized
Losses, as determined by the Special Servicer, and all amounts held in the Excess Liquidation Proceeds Reserve Account on the final
Distribution Date, in each case after application in accordance with Section 4.01(d)(i) of this Agreement, shall be
distributed to the Holders of the Class R Certificates in respect of the Lower-Tier Residual Interest.


 


(e)          Prior
to any Determination Date for the first Prepayment Period during which Excess Interest is received on any ARD Loan, and upon notification
from the Master Servicer or the applicable Special Servicer pursuant to Section 3.03(a) of this Agreement, the Certificate
Administrator shall establish and maintain the Excess Interest Distribution Account in the name of the Certificate Administrator
for the benefit of the Holders of the Class S Certificates. The Excess Interest Distribution Account shall be established and maintained
as an Eligible Account (or as a subaccount of an Eligible Account). Prior to the applicable Distribution Date, the Master Servicer
shall withdraw from the Collection Account and remit to the Certificate Administrator on the applicable Master Servicer Remittance
Date for deposit in the Excess Interest Distribution Account an amount equal to the Excess Interest received prior to


 






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the Determination
Date for the applicable Prepayment Period. Funds in the Excess Interest Distribution Account may be invested by the Certificate
Administrator in Permitted Investments in accordance with the provisions of Section 3.07 of this Agreement.


 


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


 


Following the distribution
of Excess Interest to the Holders of the Class S Certificates on the first Distribution Date after which there are no longer any
ARD Loans outstanding, the Certificate Administrator shall terminate the Excess Interest Distribution Account.


 


(f)          The
Certificate Administrator shall establish and maintain the Exchangeable Distribution Account in its own name on behalf of the Trustee,
for the benefit of the Holders of the Exchangeable Certificates. The Exchangeable Distribution Account shall be established and
maintained as an Eligible Account or as a sub-account of an Eligible Account. The Certificate Administrator shall make or be deemed
to have made deposits in and withdrawals from the Exchangeable Distribution Account in accordance with Article IV of this
Agreement.


 


(g)          Notwithstanding
anything to the contrary herein, each Distribution Account, the Excess Interest Distribution Account, the Excess Liquidation Proceeds
Reserve Account and the Interest Reserve Account may all be sub-accounts of a single Eligible Account. For the avoidance of doubt,
the Collection Account, the Lower-Tier Distribution Account, the Excess Liquidation Proceeds Account and the Interest Reserve Account
(including interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier REMIC, the Upper-Tier
Distribution Account (including interest, if any, earned on the investor of funds in such account) will be owned by the Upper-Tier
REMIC and the Excess Interest Distribution Account and the Exchangeable Distribution Account (including interest, if any, earned
on the investment in such accounts) will be owned by the Grantor Trust for the benefit of the Holders of the Class S Certificates
and the Exchangeable Certificates, respectively, each for federal income tax purposes.


 





Section 3.05A.     Serviced
Whole Loan Custodial Account.


 


(a)          The
Master Servicer shall establish and maintain, with respect to each Serviced Whole Loan, one or more separate accounts, which may
be sub-accounts of a single account (with respect to each Serviced Whole Loan, the “Serviced Whole Loan Custodial Account”)
in which the amounts described in clauses (i) through (vii) below shall be deposited and held in the name of the Master Servicer
on behalf of the Trustee for the benefit of the Certificateholders and the related Companion Loan Holder, as their interests may
appear; provided that a Serviced Whole Loan Custodial Account may be a sub-account or established as a ledger entry account
of the Collection Account or another Serviced Whole Loan Custodial Account (but shall be deemed to be a separate account for purposes
of applying the terms of this Agreement). Each of the Serviced Whole Loan Custodial Accounts shall be an Eligible Account or a
subaccount or a ledger entry account of an Eligible Account. The Master Servicer shall


 






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deposit or cause to be deposited in each
Serviced Whole Loan Custodial Account, within two Business Days following receipt (or, in the case of payments by the Master Servicer,
when otherwise required to be so deposited under this Agreement) of properly identified funds, the following payments and collections
received or made by it on or with respect to the Serviced Whole Loan:


 


(i)           all
payments on account of principal on the related Serviced Whole Loan, including the principal component of Unscheduled Payments;


 


(ii)          all
payments on account of interest on the related Serviced Whole Loan;


 


(iii)         all
Yield Maintenance Charges on the related Serviced Whole Loan;


 


(iv)        any
amounts required to be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses realized
on Permitted Investments with respect to funds held in such Serviced Whole Loan Custodial Account;


 


(v)          all
Net REO Proceeds withdrawn from an REO Account pursuant to Section 3.16(b) of this Agreement and all Net Insurance
Proceeds, Net Condemnation Proceeds and Net Liquidation Proceeds with respect to the related Serviced Whole Loan;


 


(vi)        any
amounts received from the Mortgagor under the related Serviced Whole Loan that represent (A) recoveries of Property Protection
Expenses, or (B) any other reimbursements in accordance with the related Loan Documents, in each case to the extent not permitted
to be retained by the Master Servicer as provided herein; and


 


(vii)       any
other amounts required by the provisions of this Agreement to be deposited into such Serviced Whole Loan Custodial Account by the
Master Servicer or the Special Servicer, including any recovery of any Unliquidated Advances.


 


(b)          The
foregoing requirements for deposits in each Serviced Whole Loan Custodial Account shall be exclusive, it being understood and agreed
that, without limiting the generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption
Fees, assumption application fees and defeasance fees need not be deposited in such Serviced Whole Loan Custodial Account by the
Master Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or
the Special Servicer, as applicable, shall be entitled to retain any such Ancillary Fees, Consent Fees, Assumption Fees, assumption
application fees and/or defeasance fees received with respect to the Serviced Whole Loans in accordance with Section 3.12
of this Agreement; provided that if the Master Servicer or the Special Servicer, as applicable, receives any such Ancillary
Fees, Consent Fees, Assumption Fees, assumption application fees and/or defeasance fees in excess of the percentage of such fees
to which it is entitled pursuant to Section 3.12(a) (in the case of the Master Servicer) or Section 3.12(c)
(in the case of the Special Servicer), then it shall remit to the other party (i.e., the Special Servicer (if Master Servicer has
received the excess percentage of such fees) or the Master Servicer (if the Special Servicer has received the excess percentage
of such fees), as applicable) the percentage of such fees to which such other party is entitled pursuant to Section 3.12(a)
or Section 3.12(c), as applicable). The Master Servicer and the Special Servicer shall not deposit any Penalty Charges
and Modification Fees received by the


 


 






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Master Servicer or the Special Servicer, as applicable, with respect to any Serviced Whole
Loan into the related Serviced Whole Loan Custodial Account and shall instead apply such fees (except to the extent not permitted
under the related Co-Lender Agreement) in accordance with Section 3.14 of this Agreement. In the event that the Master
Servicer deposits in a Serviced Whole Loan Custodial Account any amount not required to be deposited therein, it may at any time
withdraw such amount from such Serviced Whole Loan Custodial Account, any provision herein to the contrary notwithstanding. The
Master Servicer shall give written notice to the Certificate Administrator, the Trustee, the related Companion Loan Holders and
the Special Servicer of the location and account number of each Serviced Whole Loan Custodial Account and shall notify the Certificate
Administrator, the Trustee, the related Companion Loan Holder and the Special Servicer in writing of any subsequent change thereof.
Each Serviced Whole Loan Custodial Account shall be maintained as a segregated account (or sub-account of such segregated account),
separate and apart from trust funds created for mortgage backed securities of other series and the other accounts of the Master
Servicer.


 


(c)          Upon
receipt of any of the amounts described in clauses (i) through (vii) of Section 3.05A(a) with respect to a Serviced
Whole Loan, the Special Servicer shall promptly, but in no event later than one Business Day after receipt, remit such amounts
to the Master Servicer for deposit into the Serviced Whole Loan Custodial Account in accordance with Section 3.05A(a), unless
the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because
of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of the Special
Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines,
consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement
or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to
a Serviced Whole Loan shall initially be deposited by the Special Servicer into the related REO Account (or, at the option of the
Special Servicer, remitted by the applicable property manager directly to the Master Servicer) and thereafter remitted to the Master
Servicer for deposit into the related Serviced Whole Loan Custodial Account, all in accordance with Section 3.17 of
this Agreement.


 


Section 3.06     Permitted
Withdrawals from the Collection Account.


 


(a)          The
Master Servicer may make withdrawals from the Collection Account only as described below (the order set forth below not constituting
an order of priority for such withdrawals), subject to the application of Penalty Charges and Modification Fees in accordance with
the related Co-Lender Agreement and Section 3.14 of this Agreement:


 


(i)           to
remit to the Certificate Administrator for deposit in the Lower-Tier Distribution Account, the Interest Reserve Account, the Excess
Interest Distribution Account and the Excess Liquidation Proceeds Reserve Account the amounts required to be deposited in such
accounts pursuant to Sections 3.05(c), 3.23, 4.01(a)(i) and Section 4.06(a) of this Agreement,
respectively;


 


(ii)          to
pay or reimburse the Master Servicer or the Trustee, (A) for Advances made thereby with respect to Mortgage Loans that are
not part of a Serviced Whole Loan


 






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(other than Workout-Delayed Reimbursement Amounts) and any related Advance Interest Amounts (provided
that the Trustee shall have priority with respect to such payment or reimbursement of any such Advances and any related Advance
Interest Amounts), the Master Servicer’s right to reimburse any such Person pursuant to this clause (ii)(A) being
limited to late collections of the particular item which was the subject of the related Advance, Penalty Charges, Condemnation
Proceeds, REO Proceeds, Insurance Proceeds and Liquidation Proceeds on or in respect of the particular Mortgage Loan or REO Property
respecting which such Advance was made, if applicable; provided that (x) prior to the time any Advance is reimbursed,
Advance Interest Amounts may be reimbursed solely from Penalty Charges and Modification Fees collected on the related Mortgage
Loan pursuant to Section 3.14 of this Agreement, and (y) at the time any Advance (other than Workout Delayed Reimbursement
Amounts) is reimbursed, Advance Interest Amounts on such reimbursed Advance shall be payable first from Penalty Charges and Modification
Fees collected on the related Mortgage Loan pursuant to Section 3.14 of this Agreement and, to the extent such Penalty Charges
and Modification Fees are insufficient, then from general collections on deposit in the Collection Account, (B) for Advances
made thereby with respect to Mortgage Loans that are part of a Serviced Whole Loan and any related Advance Interest Amounts (provided
that the Trustee shall have priority with respect to such payment or reimbursement of any such Advances and any related Advance
Interest Amounts), the Master Servicer’s right to reimburse any such person pursuant to this clause (ii)(B) being limited
to Net Liquidation Proceeds on or in respect of the particular Mortgage Loan or REO Property respecting which such Advance was
made, which Net Liquidation Proceeds were received in connection with any of the events described in clauses (iii), (iv) and
(vii) of the definition of “Liquidation Event”, (C) to the extent not reimbursed pursuant to Section 3.14
of this Agreement, for Advances and any related Advance Interest Amounts (or portion thereof) that have been deemed to
be Nonrecoverable Advances or are not recovered from recoveries in respect of the related Mortgage Loan, Serviced Whole Loan or
REO Property after a Final Recovery Determination to the extent not recovered from the related Serviced Whole Loan Custodial Account
and Advance Interest Amounts thereon, first, out of the principal portion of general collections on the Mortgage Loans and
REO Properties, and second, to the extent the principal portion of general collections is insufficient and with respect
to such excess only, subject to any election in its sole discretion to defer reimbursement thereof pursuant to Section 3.27
of this Agreement, out of other collections on the Mortgage Loans and REO Properties, and (D) for Workout-Delayed Reimbursement
Amounts and Advance Interest Amounts thereon, first, out of the principal portion of the general collections on the Mortgage
Loans and REO Properties, net of such amounts being reimbursed pursuant to clause (C) above, and second, upon a determination
by the Master Servicer or the Trustee, as applicable, that a Workout-Delayed Reimbursement Amount is a Nonrecoverable Advance,
in the same manner as Nonrecoverable Advances may be reimbursed (provided that with respect to each Mortgage Loan or REO
Property that relates to a Serviced Whole Loan, such Workout-Delayed Reimbursement Amounts and Advance Interest Amounts thereon
shall first be reimbursed pursuant to Section 3.06A(a)(ii) of this Agreement and, if not reimbursed pursuant thereto, shall
be paid from the Collection Account as provided in this clause (ii)(D));


 






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(iii)         to
pay on or before each Master Servicer Remittance Date to the Master Servicer (who shall pay the holder of the Excess Servicing
Fee Rights the portion of the Servicing Fee that represents Excess Servicing Fees in accordance with Section 3.12 of
this Agreement) and the Special Servicer, as applicable, as compensation, the aggregate unpaid Servicing Fee with respect to Mortgage
Loans (to the extent not otherwise required to be applied against Prepayment Interest Shortfalls) in respect of the immediately
preceding Interest Accrual Period, the Special Servicing Fee (if any) in respect of the immediately preceding Interest Accrual
Period, and any Special Servicing Compensation (if any) in respect of the immediately preceding Prepayment Period, to be paid,
in the case of the Servicing Fee, from interest received on the related Mortgage Loan, and, in the case of the Special Servicing
Fee, from general collections, and to pay from time to time to the Master Servicer in accordance with Section 3.07(b)
of this Agreement any interest or investment income earned on funds deposited in the Collection Account; provided, however,
that in the case of any Mortgage Loan or REO Property related to a Serviced Whole Loan, (A) Servicing Fees may be paid out
of the Collection Account pursuant to this clause (iii) only from the interest portion of Net Liquidation Proceeds on or in
respect of such Mortgage Loan or REO Property, which Net Liquidation Proceeds were received in connection with any of the events
described in clauses (iii), (iv) and (vii) of the definition of “Liquidation Event” and (B) Special Servicing
Compensation shall first be paid out of the related Serviced Whole Loan Custodial Account pursuant to Section 3.06A(a)(iii)
of this Agreement and may be paid out of the Collection Account pursuant to this clause (iii) only if and to the extent that
such Special Servicing Compensation has not been paid out of the related Serviced Whole Loan Custodial Account pursuant to Section
3.06A(a)(iii) of this Agreement;


 


(iv)        in
accordance with Section 2.03 of this Agreement, to reimburse itself, the Trustee or the Special Servicer, out of general
collections on the Mortgage Loans and related REO Properties (including with respect to the Non-Serviced Mortgage Loans) for any
unreimbursed expense reasonably incurred by itself, the Trustee or the Special Servicer in connection with the enforcement of a
Mortgage Loan Seller’s obligations under Section 6(e) of the related Loan Purchase Agreement, together with interest
thereon at the Advance Rate from the time such expense was incurred to, but excluding, the date such expense was reimbursed, but
only to the extent that such expenses are not otherwise reimbursable, each such Person’s right to reimbursement pursuant
to this clause (iv) with respect to any Mortgage Loan being subject to the following: (A) if the Purchase Price is paid for
such Mortgage Loan, then such Person’s right to reimbursement shall be limited to that portion of the Purchase Price that
represents such expense in accordance with clause (f) of the definition of Purchase Price and (B) if no Purchase Price is
paid or if an amount less than the Purchase Price is paid (so that the amounts described in the foregoing clause (A) are insufficient)
and proceedings are instituted to enforce the related Mortgage Loan Seller’s payment or performance pursuant to the applicable
Mortgage Loan Purchase Agreement, then such Person shall be entitled to reimbursement from the Trust following the conclusion of
such enforcement action;


 


(v)          to
pay out of general collections on the Mortgage Loans and related REO Properties, for costs and expenses incurred by the Trust Fund
with respect to the Mortgage Loans and related REO Properties pursuant to Sections 3.04(a) and 3.10(e) of


 






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this
Agreement and to pay Liquidation Expenses out of related Liquidation Proceeds pursuant to Section 3.11 of this Agreement
(provided that with respect to each Serviced Whole Loan, such expenses shall first be reimbursed pursuant to Section 3.06A(a)(iv)
of this Agreement to the extent related to such Serviced Whole Loan and if not reimbursed pursuant thereto, shall be paid from
the Collection Account as provided in this clause (v));


 


(vi)        to
the extent not reimbursed or paid pursuant to any other clause of this Section 3.06, to reimburse or pay the Master
Servicer, the Trustee, the Certificate Administrator, the Special Servicer, the Operating Advisor, CREFC® or the
Depositor, as applicable, for unpaid Additional Trust Fund Expenses (other than Advance Interest Amounts), unpaid Trustee/Certificate
Administrator Fees, unpaid Servicing Fees in respect of a Mortgage Loan (but only if the Mortgage Loan has been liquidated or a
Final Recovery Determination has been made with respect thereto), unpaid Special Servicing Compensation, unpaid Operating Advisor
Fees, unpaid Operating Advisor Consulting Fees (but not with respect to Non-Serviced Mortgage Loans, and only to the extent such
Operating Advisor Consulting Fee is actually received from the related Mortgagor), unpaid CREFC® Intellectual Property
Royalty License Fees and other unpaid items incurred by or owing to such Person pursuant to the second sentence of Section 3.07(c),
Section 3.08(a), Section 3.08(b), Section 3.10, the second sentence of Section 3.12(a),
the third sentence of Section 3.12(c), Section 3.16(a), Section 3.29(k), Section 6.03,
Section 7.04, Section 8.05(a), Section 8.05(b), Section 8.05(d) or Section 11.07
of this Agreement, or any other provision of this Agreement pursuant to which such Person is entitled to reimbursement or payment
from the Trust Fund, in each case only to the extent expressly reimbursable or payable under such Section, it being acknowledged
that this clause (vi) shall not be deemed to modify the substance of any such Section, including the provisions of such Section that
set forth the extent to which one of the foregoing Persons is or is not entitled to payment or reimbursement (provided that
with respect to each Mortgage Loan that is part of a Serviced Whole Loan, such expenses shall first be reimbursed pursuant to Section
3.06A(a)(v) of this Agreement to the extent related to such Serviced Whole Loan and, if not reimbursed pursuant thereto, shall
be paid from the Collection Account as provided in this clause (vi));


 


(vii)        to
transfer to the Certificate Administrator for deposit in one or more separate, non-interest bearing accounts any amount reasonably
determined by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes imposed on either
Trust REMIC under the circumstances and to the extent described in Section 4.05 of this Agreement;


 


(viii)       to
make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in the Collection Account as are
contemplated by Section 3.14 of this Agreement;


 


(ix)         to
withdraw any amount deposited into the Collection Account that was not required to be deposited therein; or


 






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(x)          to
clear and terminate the Collection Account pursuant to Section 9.01 of this Agreement.


 


If and to the extent
that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause of the prior paragraph
above for any cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon with respect to a Serviced Whole
Loan that represents a related Companion Loan’s allocable share of such cost, expense, indemnity, or Property Advance or
Advance Interest Amount thereon, the Master Servicer shall use efforts consistent with the Servicing Standard to collect such amounts
out of collections on such Companion Loan (or, if and to the extent permitted under the related Co-Lender Agreement, from the related
Companion Loan Holder) and deposit all such amounts (collectively, with respect to such Companion Loan, the “Trust Reimbursement
Amount No.1”) collected from or on behalf of the related Companion Loan Holder into the Collection Account.


 


The Master Servicer shall
also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to an Other Master Servicer, Other Special Servicer, an Other Certificate Administrator or Other
Trustee, as applicable, by the holders of each Non-Serviced Mortgage Loan pursuant to each Co-Lender Agreement. In the absence
of manifest error, the Master Servicer may conclusively rely on the request for payments contemplated by the preceding sentence.


 


The Master Servicer shall
keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal
from the Collection Account pursuant to subclauses (i)-(x) above.


 


The Master Servicer shall
pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor,
the Trustee and the Certificate Administrator, as applicable, from the applicable Collection Account, amounts permitted to be paid
thereto from such account promptly upon receipt of a written statement of an officer of the Special Servicer, an officer of the
Operating Advisor or a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, describing the
item and amount to which the Special Servicer (or such third party contractor), the Operating Advisor, the Trustee or the Certificate
Administrator, as the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor, the Trustee
or the Certificate Administrator, as the case may be, is clearly required pursuant to this Agreement, in which case a written statement
is not required). The Master Servicer may rely conclusively on any such written statement and shall have no duty to recalculate
the amounts stated therein. The parties seeking payment pursuant to this Section shall each keep and maintain a separate accounting
for the purpose of justifying any request for withdrawal from each Collection Account, on a loan by loan basis.


 


The Master Servicer shall
pay to, subject to Section 3.01(j)(i), an Other Master Servicer, an Other Special Servicer, an Other Certificate Administrator
or an Other Trustee, as applicable, from the Collection Account on each Master Servicer Remittance Date amounts permitted to be
paid to such Other Master Servicer, such Other Special Servicer, such Other Certificate Administrator or such Other Trustee, as
applicable, therefrom based upon an Officer’s Certificate received from such Other Master Servicer, such Other Special Servicer,
such Other 


 






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Certificate Administrator or such Other Trustee, as applicable, as of the first Business Day following the immediately
preceding Determination Date, describing the item and amount to which such Other Master Servicer, such Other Special Servicer,
such Other Certificate Administrator or such Other Trustee, as applicable, is entitled. The Master Servicer may rely conclusively
on any such certificate and shall have no duty to re-calculate the amounts stated therein.


 


The Trustee, the Certificate
Administrator, the Operating Advisor, the Depositor, CREFC®, the Special Servicer and the Master Servicer shall
in all cases have a right prior to the Certificateholders to any funds on deposit in the Collection Account from time to time for
the reimbursement or payment of the Servicing Fees (including investment income), Trustee/Certificate Administrator Fees, Special
Servicing Compensation, Advances, Advance Interest Amounts, Operating Advisor Fees, Operating Advisor Consulting Fees (but only
to the extent such Operating Advisor Consulting Fees are actually received from the related Mortgagor(s)), CREFC®
Intellectual Property Royalty License Fees and (for each of such Persons other than CREFC®) their respective expenses
hereunder (including without limitation Additional Trust Fund Expenses) to the extent such fees, indemnity amounts and expenses
are to be reimbursed or paid from amounts on deposit in the Collection Account pursuant to this Agreement (and to have such amounts
paid directly to third party contractors for any invoices submitted to the Trustee, the Master Servicer or the Special Servicer,
as applicable).


 


(b)          The
Certificate Administrator shall, upon receipt, deposit in the Lower-Tier Distribution Account, the Interest Reserve Account, the
Excess Interest Distribution Account and the Excess Liquidation Proceeds Reserve Account any and all amounts received by the Certificate
Administrator in accordance with Section 3.06(a)(i) of this Agreement except as provided in Section 3.05(b)
and 3.05(c). If, as of 3:00 p.m., New York City time, on any Master Servicer Remittance Date or on such other date
as any amount referred to in the preceding sentence is required to be delivered hereunder, the Master Servicer shall not have
delivered to the Certificate Administrator for deposit in the Lower-Tier Distribution Account, the Interest Reserve Account, the
Excess Interest Distribution Account and the Excess Liquidation Proceeds Reserve Account the amounts required to be deposited therein
pursuant to the provisions of this Agreement (including, without limitation, Section 3.06(a)(i) of this Agreement),
then the Certificate Administrator shall, to the extent that a Responsible Officer of the Certificate Administrator has such knowledge,
provide notice of such failure to the Master Servicer by email sent to investorreporting@wellsfargo.com (or such alternative email
address provided by the Master Servicer to the Certificate Administrator in writing) and by facsimile transmission sent to telecopy
number (800) 326-1334 (or such alternative number provided by the Master Servicer to the Certificate Administrator in writing)
as soon as possible, but in any event before 5:00 p.m., New York City time, on such day; provided, however, that
the Master Servicer will pay the Certificate Administrator interest on such late payment at the Prime Rate from and including the
applicable required remittance date to, but not including, the date until such late payment is received by the Certificate Administrator.


 






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Section 3.06A.     Permitted
Withdrawals from the Serviced Whole Loan Custodial Account.


 


(a)          The
Master Servicer may make withdrawals from the Serviced Whole Loan Custodial Account for each Serviced Whole Loan only as described
below (the order set forth below not constituting an order of priority for such withdrawals), subject to the application of Penalty
Charges and Modification Fees in accordance with the related Co-Lender Agreement and Section 3.14 of this Agreement:


 


(i)           after
the Determination Date, and (1) on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in each
calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property
related to such Serviced Whole Loan, if such funds are received after the Determination Date and before the Distribution Date in
any calendar month and were not available for any earlier transfer to the Collection Account in such calendar month), to transfer
to the Collection Account all amounts on deposit in the Serviced Whole Loan Custodial Account payable to the Trust pursuant to
the related Co-Lender Agreement with respect to the related Mortgage Loan (or any successor REO Mortgage Loan), including any applicable
Trust Reimbursement Amount, and (2) on the date specified in the related Co-Lender Agreement (or if no date is specified, on the
Business Day immediately following the Determination Date) in each calendar month (and also on the Business Day immediately following
the receipt of any funds from the REO Account for any REO Property related to such Serviced Whole Loan, if such funds are received
after the Determination Date and before the Distribution Date in any calendar month), to remit to each related Companion Loan Holder
all amounts on deposit in the Serviced Whole Loan Custodial Account payable to such Companion Loan Holder pursuant to the related
Co-Lender Agreement with respect to the related Companion Loan (or any successor REO Companion Loan), exclusive of any applicable
Trust Reimbursement Amount;


 


(ii)          to
pay or reimburse the Master Servicer, the Special Servicer or the Trustee for Advances made thereby with respect to such Serviced
Whole Loan and any related Advance Interest Amounts (provided that the Trustee shall have priority with respect to such payment
or reimbursement of any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse
any such Person pursuant to this clause (ii) being limited to late collections (including cure payments by related Companion
Loan Holders) of the particular item which was the subject of the related Advance, Penalty Charges, Condemnation Proceeds, REO
Proceeds, Insurance Proceeds and Liquidation Proceeds on or in respect of the particular Serviced Whole Loan or any related REO
Property; provided, however, that if such Advance has become a Workout-Delayed Reimbursement Amount (but not a Nonrecoverable Advance),
then neither such Workout-Delayed Reimbursement Amount nor any related Advance Interest Amounts shall be reimbursed or paid, as
the case may be, out of payments or other collections of interest (other than Penalty Charges) or Yield Maintenance Charges on
or in respect of the related Mortgage Loan (or any successor REO Mortgage Loan) or the related Companion Loan (or any successor
REO Companion Loan); and provided, further, that if such Advance is a P&I Advance with respect to the related Mortgage Loan
(or a


 






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successor REO Mortgage Loan), then neither such Advance nor any related Advance Interest Amounts shall be reimbursed or paid,
as the case may be, out of, or otherwise result in a reduction of, amounts otherwise payable to the related Companion Loan Holder
with respect to a related Companion Loan (or any successor REO Companion Loan);


 


(iii)         to
pay on or before each Master Servicer Remittance Date (1) to the Master Servicer as compensation, the aggregate unpaid Servicing
Fee with respect to such Serviced Whole Loan (to the extent not otherwise required to be applied against Prepayment Interest Shortfalls)
in respect of the immediately preceding Interest Accrual Period, to be paid from interest received on the related Mortgage Loan
or Companion Loan, as applicable, and to pay from time to time to the Master Servicer in accordance with Section 3.07(b)
any interest or investment income earned on funds deposited in such Serviced Whole Loan Custodial Account and (2) to the Special
Servicer as compensation, any Special Servicing Compensation and additional servicing compensation payable with respect to such
Serviced Whole Loan; provided, however, that no Servicing Fees or Special Servicing Compensation earned with respect to the related
Mortgage Loan (or a successor REO Mortgage Loan) shall be payable out of, or otherwise result in a reduction of, amounts otherwise
payable to the related Companion Loan Holder with respect to a related Companion Loan (or any successor REO Companion Loan), and
no Servicing Fees or Special Servicing Compensation earned with respect to a related Companion Loan (or any successor REO Companion
Loan) shall be payable out of, or otherwise result in a reduction of, amounts otherwise payable to the Trust with respect to the
related Mortgage Loan (or a successor REO Mortgage Loan) (it being acknowledged and agreed that this proviso is in no way intended
to limit the rights of the Master Servicer or Special Servicer under the related Co-Lender Agreement to seek payment of any unpaid
Servicing Fees or Special Servicing Compensation, as applicable, with respect to any Companion Loan from the related Companion
Loan Holder);


 


(iv)         to
pay for costs and expenses incurred by the Trust Fund solely with respect to such Serviced Whole Loan and related REO Property
pursuant to Section 3.10(e) and to pay Liquidation Expenses out of Liquidation Proceeds pursuant to Section 3.11;


 


(v)          to
the extent not reimbursed or paid pursuant to any other clause of this Section 3.06A, to reimburse or pay the Master Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Special Servicer or the Depositor, as applicable, for unpaid
Additional Trust Fund Expenses, Servicing Fees and other unpaid items incurred by or owing to such Person pursuant to the second
sentence of Section 3.07(c), Section 3.08(a), Section 3.08(b), Section 3.10, the
second sentence of Section 3.12(a), the third sentence of Section 3.12(c), Section 3.16(a),
Section 3.29(k), Section 6.03, Section 7.04, Section 8.05(a), Section 8.05(b),
Section 8.05(d) or Section 11.07, or any other provision of this Agreement pursuant to which such Person
is entitled to reimbursement or payment from the Trust Fund, in each case only to the extent expressly reimbursable or payable
under such Section and to the extent related to such Serviced Whole Loan and not related to amounts which are solely expenses of
the Trust Fund (such as expenses related to administration of the Trust Fund or REMIC taxes, penalties or interest or preservation
of the REMIC status of each Trust REMIC), it being


 






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acknowledged that this clause (v) shall not be deemed to modify the substance
of any such Section, including the provisions of such Section that set forth the extent to which one of the foregoing Persons is
or is not entitled to payment or reimbursement; provided, however, that no payment or reimbursement to the Operating Advisor, or
payment of Trustee/Certificate Administrator Fees, or payment or reimbursement of costs and expenses associated with obtaining
a Rating Agency Confirmation, shall be made out of, or otherwise result in a reduction of, amounts otherwise payable to the related
Companion Loan Holder with respect to a related Companion Loan (or successor REO Companion Loan), and no payment or reimbursement
of costs and expenses associated with obtaining a Companion Loan Rating Agency Confirmation shall be made out of, or otherwise
result in a reduction of, amounts otherwise payable to the Trust with respect to the related Mortgage Loan (or any successor REO
Mortgage Loan);


 


(vi)         to
make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in such Serviced Whole Loan Custodial
Account as are contemplated by the related Co-Lender Agreement and, to the extent consistent with the related Co-Lender Agreement,
Section 3.14 of this Agreement;


 


(vii)       to
withdraw any amount deposited into such Serviced Whole Loan Custodial Account that was not required to be deposited therein;


 


(viii)       if
the related Companion Loan (or any successor REO Companion Loan with respect thereto) is part of an Other Securitization Trust,
to the extent required by the related Co-Lender Agreement, to reimburse the applicable party to the related Other Pooling and Servicing
Agreement for any advances of delinquent monthly debt service payments made thereby with respect to such Companion Loan (or REO
Companion Loan), together with interest thereon, provided that such reimbursement, together with interest, shall be made solely
out of payments and other collections on such Companion Loan (or REO Companion Loan); or


 


(ix)         to
clear and terminate such Serviced Whole Loan Custodial Account pursuant to Section 9.01 of this Agreement.


 


The Master Servicer shall
keep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan and Companion Loan-by-Companion Loan basis, for the
purpose of justifying any withdrawal from each Serviced Whole Loan Custodial Account pursuant to subclauses (i) - (ix) above.
If and to the extent that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause
of the prior paragraph above for any cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon with respect
to a Serviced Whole Loan out of monies allocable to the related Mortgage Loan (or any successor REO Mortgage Loan) to an extent
that the Trust has borne some or all of a related Companion Loan’s allocable share of such cost, expense, indemnity, or Property
Advance or Advance Interest Amount thereon, the Master Servicer shall use efforts consistent with the Servicing Standard to collect
such amounts disproportionately borne by the Trust out of collections on such Companion Loan (or, if and to the extent permitted
under the related Co-Lender Agreement, from the related Companion Loan Holder) and deposit all such amounts (collectively, with
respect to such Companion Loan, the “Trust Reimbursement Amount No. 2”


 






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and, together with Trust Reimbursement
Amount No.1, the “Trust Reimbursement Amount”) collected from or on behalf of the related Companion Loan Holder
into the Collection Account.


 


The Master Servicer shall
pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor,
the Trustee, the Certificate Administrator and an advancing party under any Other Pooling and Servicing Agreement, as applicable,
from the applicable Serviced Whole Loan Custodial Account, amounts permitted to be paid thereto from such account promptly upon
receipt of a written statement of an officer of the Special Servicer, an officer of the Operating Advisor, a Responsible Officer
of the Trustee or the Certificate Administrator or an officer of such advancing party under such Other Pooling and Servicing Agreement,
as the case may be, describing the item and amount to which the Special Servicer (or such third party contractor), the Operating
Advisor, the Trustee, the Certificate Administrator or such advancing party under such Other Pooling and Servicing Agreement, as
the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor, the Trustee or the Certificate
Administrator, as the case may be, is clearly required pursuant to this Agreement, in which case a written statement is not required).
The Master Servicer may rely conclusively on any such written statement and shall have no duty to re-calculate the amounts stated
therein. The parties seeking payment pursuant to this Section shall each keep and maintain separate accounting for the purpose
of justifying any request for withdrawal from each Serviced Whole Loan Custodial Account, on a loan-by-loan basis.


 


The Trustee, the Depositor,
the Operating Advisor, the Certificate Administrator, the Special Servicer and the Master Servicer shall in all cases have a right
prior to the Certificateholders to any funds on deposit in a Serviced Whole Loan Custodial Account from time to time for the reimbursement
or payment of the Servicing Fees (including investment income), or Special Servicing Compensation, Advances, Advance Interest Amounts
and their respective indemnity amounts or expenses hereunder to the extent such fees, indemnity amounts and expenses are to be
reimbursed or paid from amounts on deposit in such Serviced Whole Loan Custodial Account pursuant to this Agreement and the related
Co-Lender Agreement (and to have such amounts paid directly to third party contractors for any invoices approved by the Trustee,
the Depositor, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable); provided, however,
for the avoidance of doubt, neither the Trustee/Certificate Administrator Fee nor the Operating Advisor Fee shall be paid from
funds on deposit in a Serviced Whole Loan Custodial Account.


 


After the Determination
Date, and on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in each calendar month (and
also on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property related to the
applicable Serviced Whole Loan, if such funds are received after the Determination Date and before the Distribution Date in any
calendar month and were not available for any earlier transfer to the Collection Account in such calendar month), the Master Servicer
shall remit for deposit in the Collection Account all amounts on deposit in a Serviced Whole Loan Custodial Account payable to
the Trust pursuant to the related Co-Lender Agreement with respect to the related Mortgage Loan (or any successor REO Mortgage
Loan), including any applicable Trust Reimbursement Amount; and on the date specified in the related Co-Lender Agreement (or if
no date is specified, on the Business Day immediately following the Determination Date) in each calendar month (and also on the
Business Day immediately


 






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following the receipt of any funds from the REO Account for any REO Property related to the applicable
Serviced Whole Loan, if such funds are received after the Determination Date and before the Distribution Date in any calendar month),
the Master Servicer shall remit to the related Companion Loan Holder all amounts on deposit in a Serviced Whole Loan Custodial
Account payable to such Companion Loan Holder pursuant to the related Co-Lender Agreement with respect to the related Companion
Loan (or any successor REO Companion Loan), exclusive of any applicable Trust Reimbursement Amount, in each case, prior to the
required remittance from the Collection Account to the Certificate Administrator for deposit into the Lower-Tier Distribution Account
on such Master Servicer Remittance Date.


 


Section 3.07     Investment
of Funds in the Collection Account, the Excess Interest Distribution Account, the REO Account, the Interest Reserve Account,
the Mortgagor Accounts, the Excess Liquidation Proceeds Reserve Account and Other Accounts.


 


(a)          The
Master Servicer, or with respect to any REO Account, the Special Servicer, or, with respect to each Distribution Account, the Excess
Interest Distribution Account, the Excess Liquidation Proceeds Reserve Account and the Interest Reserve Account (the foregoing
accounts, the “Certificate Administrator Accounts”), the Certificate Administrator, may direct any depository
institution maintaining the Collection Account, any Serviced Whole Loan Custodial Account, any Mortgagor Accounts (subject to the
second succeeding sentence), the Certificate Administrator Accounts and the REO Accounts (each of the Collection Account, any Serviced
Whole Loan Custodial Account, any REO Account, any Mortgagor Account and any Certificate Administrator Account, for purposes of
this Section 3.07, 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; provided that any amounts invested by the Certificate Administrator in Permitted Investments managed
or advised by the Certificate Administrator or its Affiliates shall mature on or prior to the Distribution Date in time to be available
to make timely distributions to Certificateholders. Any direction by the Master Servicer or the Special Servicer to invest funds
on deposit in an 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. In the case of any Reserve Account, Escrow Account
or Lock-Box Account (the “Mortgagor Accounts”), the Master Servicer shall act upon the written request of the
related Mortgagor or Manager to the extent the Master Servicer is required to do so under the terms of the respective Mortgage
Loan (or Serviced Whole Loan) or related documents, provided that in the absence of appropriate written instructions from
the related Mortgagor or Manager meeting the requirements of this Section 3.07, the Master Servicer shall have no obligation
to, but will be entitled to, direct the investment of funds in such accounts in Permitted Investments. 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 Certificate Administrator (on behalf of the Trustee for the benefit of the Certificateholders) or in the name of a nominee
of the Certificate Administrator. The Certificate Administrator shall have sole control (except with respect to investment direction
which shall be in the control of the Master Servicer (or the Special Servicer, with respect to any REO Accounts or the Certificate
Administrator with respect to the Certificate Administrator Accounts) as an independent contractor to the Trust Fund) over
each such


 






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investment and any certificate or other instrument evidencing any such investment shall be delivered directly to the
Certificate Administrator or its agent (which shall initially be the Master Servicer), together with any document of transfer,
if any, necessary to transfer title to such investment to the Certificate Administrator or its nominee. The Certificate Administrator
shall have no responsibility or liability with respect to the investment directions of the Master Servicer or the Special Servicer,
any Mortgagor or Manager or any losses resulting therefrom, whether from Permitted Investments or otherwise. The Master Servicer
shall have no responsibility or liability with respect to the investment direction of the Certificate Administrator, the Special
Servicer, any Mortgagor or Manager or any losses resulting therefrom, whether from Permitted Investments or otherwise. The Special
Servicer shall have no responsibility or liability with respect to the investment direction of the Certificate Administrator, the
Master Servicer, any Mortgagor or any property manager 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 Master Servicer (or the Special Servicer in the case of REO Accounts, or the Certificate Administrator, in the case
of the Certificate Administrator Accounts), shall: (x) 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 (y) demand
payment of all amounts due thereunder promptly upon determination by the Master Servicer (or the Special Servicer in the case of
REO Accounts) that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on
deposit in the related Investment Account.


 


(b)          All
income and gain realized from investment of funds deposited in any Investment Account shall be for the benefit of the Master Servicer,
except with respect to the investment of funds deposited in (i) any Mortgagor Account to the extent required under the Mortgage
Loan (or Serviced Whole Loan) or applicable law to be for the benefit of the related Mortgagor, (ii) any REO Account, which
shall be for the benefit of the Special Servicer or (iii) the Certificate Administrator Accounts, which shall be for the benefit
of the Certificate Administrator and, if held in the Collection Account or REO Account shall be subject to withdrawal by the Master
Servicer or the Special Servicer, as applicable, in accordance with Section 3.06 or Section 3.16(b) of
this Agreement, as applicable. The Master Servicer (or with respect to any REO Account, the Special Servicer and with respect to
the Certificate Administrator Accounts, the Certificate Administrator) shall deposit from its own funds into any applicable Investment
Account, the amount of any loss incurred in respect of any such Permitted Investment immediately upon realization of such loss
(except with respect to losses incurred as a result of the related Mortgagor or Manager exercising its power under the related
Loan Documents to direct such investment in such Mortgagor Account); provided, however, that the Certificate Administrator,
Master Servicer or Special Servicer, as applicable, may reduce the amount of such payment to the extent it forgoes any investment
income in such Investment Account otherwise payable to it. The Master Servicer shall also deposit from its own funds in any Mortgagor
Account the amount of any loss incurred in respect of Permitted Investments, except to the extent that amounts are invested for
the benefit of the Mortgagor under the terms of the Mortgage Loan (or Serviced Whole Loan) or applicable law, provided that,
notwithstanding the foregoing, none of the Master Servicer, the Special Servicer or the Certificate Administrator (in their respective
capacities as Master Servicer, Special Servicer and Certificate Administrator,


 






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respectively) shall be required to deposit
any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the insolvency of the
federal or state chartered depository institution or trust company that holds such Investment Account, so long as such depository
institution or trust company is not the Person or an Affiliate of the Person maintaining such account hereunder and satisfied the
qualifications set forth in the definition of Eligible Account both (1) at the time such investment was made and (2) as
of the date that is 30 days prior to the insolvency.


 


(c)          Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the Trustee may, and upon the request
of Holders of Certificates representing greater than 50% of the Percentage Interests of any Class 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 Trustee takes any such action, the Trust Fund shall pay or reimburse the Trustee for all reasonable out-of-pocket
expenses, disbursements and advances incurred or made by the Trustee in connection therewith. In the event that the Trustee does
not take any such action, the Master Servicer may, but is not obligated to, take such action at its own cost and expense.


 


Section 3.08     Maintenance
of Insurance Policies and Errors and Omissions and Fidelity Coverage.


 


(a)          The
Master Servicer on behalf of the Trustee, as mortgagee of record, shall use efforts consistent with the Servicing Standard to cause
the related Mortgagor to maintain, to the extent required by each Mortgage Loan (other than the Non-Serviced Mortgage Loans) and
each Serviced Companion Loan (except to the extent that the failure to maintain such insurance coverage is an Acceptable Insurance
Default), and if the Mortgagor does not so maintain, shall itself maintain (subject to the provisions of this Agreement concerning
Nonrecoverable Advances and to the extent the Trustee as mortgagee of record has an insurable interest and to the extent available
at commercially reasonable rates), (i) fire and hazard insurance (and windstorm insurance, if applicable) with extended coverage
on the related Mortgaged Property in an amount which is at least equal to the lesser of (a) one hundred percent (100%) of
the then “full replacement cost” of the improvements and equipment (excluding foundations, footings and excavation
costs), without deduction for physical depreciation, and (b) the outstanding principal balance of the related Mortgage Loan
and the Serviced Companion Loan or such greater amount as is necessary to prevent any reduction in such policy by reason of the
application of co-insurance provisions and to prevent the Trustee thereunder from being deemed to be a co-insurer and provided
such policy shall include a “replacement cost” rider, (ii) insurance providing coverage against 18 months
(or such longer period or with such extended period endorsement as provided in the related Mortgage or other Loan Document) of
rent interruptions and (iii) such other insurance as is required in the related Mortgage Loan and the Serviced Companion Loan.
Subject to Section 3.16 of this Agreement, the Special Servicer, in accordance with the Servicing Standard and to the
extent available at commercially reasonable rates (as determined by the Special Servicer in accordance with the Servicing Standard),
shall cause to be maintained for each REO Property no less insurance coverage than was previously required of the Mortgagor under
the related Loan Documents (except to the extent that the failure to maintain such insurance coverage is an Acceptable Insurance
Default); provided that to the


 






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extent the Loan Documents require the related Mortgagor to maintain insurance with an insurer
rated better than as indicated in the definition of “Qualified Insurer”, the Master Servicer may, without a Rating
Agency Confirmation or the approval of the Special Servicer, to the extent consistent with the Servicing Standard, permit the related
Mortgagor to maintain insurance with an insurer that does not meet the requirements of the Loan Documents so long as the related
Mortgagor maintains insurance with an insurer rated at least as indicated in the definition of “Qualified Insurer”.
All insurance for an REO Property shall be from a Qualified Insurer, if available from a Qualified Insurer, and if not available
from a Qualified Insurer, from an insurance provider that is rated the next highest available rating who is offering such insurance
at commercially reasonable rates. Any amounts collected by the Master Servicer or the Special Servicer under any such policies
(other than amounts required to be applied to the restoration or repair of the related Mortgaged Property or amounts to be released
to the Mortgagor in accordance with the terms of the related Loan Documents) shall be deposited into the Collection Account
pursuant to Section 3.05 of this Agreement or the Serviced Whole Loan Custodial Account pursuant to Section 3.05A
of this Agreement, as applicable, subject to withdrawal pursuant to Section 3.05, Section 3.05A, Section
3.06 or Section 3.06A of this Agreement. Any cost incurred by the Master Servicer or the Special Servicer in maintaining
any such insurance shall not, for the purpose of calculating distributions to Certificateholders, be added to the unpaid principal
balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. It is understood and agreed
that no other additional insurance other than flood insurance or earthquake insurance subject to the conditions set forth below
is to be required of any Mortgagor or to be maintained by the Master Servicer other than pursuant to the terms of the related Loan
Documents and pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional
insurance. If the Mortgaged Property (other than an REO Property and other than with respect to the Non-Serviced Mortgage Loans)
is located in a federally designated special flood hazard area, the Master Servicer will use efforts consistent with the Servicing
Standard to cause the related Mortgagor to maintain, to the extent required by each Mortgage Loan or Serviced Whole Loan, and if
the related Mortgagor does not so maintain, shall itself obtain (subject to the provisions of this Agreement concerning Nonrecoverable
Advances) and maintain flood insurance in respect thereof. Such flood insurance shall be in an amount equal to the lesser of (i) the
unpaid principal balance of the related Mortgage Loan and the related Companion Loan and (ii) the maximum amount of such insurance
required by the terms of the related Mortgage Loan or Serviced Whole Loan and as is available for the related property under the
national flood insurance program (assuming that the area in which such property is located is participating in such program). If
a Mortgaged Property (other than an REO Property) is related to a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or
Serviced Whole Loan pursuant to which earthquake insurance is required to be maintained pursuant to the terms of the Mortgage Loan
or Serviced Whole Loan, the Master Servicer shall use efforts consistent with the Servicing Standard to cause the related Mortgagor
to maintain, and if the related Mortgagor does not so maintain will itself obtain (subject to the provisions of this Agreement
concerning Nonrecoverable Advances and for so long as such insurance continues to be available at commercially reasonable rates)
and maintain earthquake insurance in respect thereof, in the amount required by the Mortgage Loan or Serviced Whole Loan or, if
not specified, in-place at origination. If an REO Property (i) is located in a federally designated special flood hazard area
or (ii) is related to a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Whole Loan with respect to
which earthquake insurance


 






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would be appropriate in accordance with the Servicing Standard and such insurance is available at commercially
reasonable rates, the Special Servicer will obtain (subject to the provisions of this Agreement concerning Nonrecoverable Advances)
and maintain flood insurance and/or earthquake insurance in respect thereof providing the same coverage as described in this Section 3.08(a).
Out-of-pocket expenses incurred by the Master Servicer or the Special Servicer in maintaining insurance policies pursuant to this
Section 3.08 shall be advanced by the Master Servicer as a Property Advance and shall be reimbursable to the Master
Servicer with interest at the Advance Rate. The Master Servicer (or the Special Servicer, with respect to REO Mortgage Loans) agrees
to prepare and present, on behalf of itself, the Trustee and the Certificateholders and the Companion Loan Holders, claims under
each related insurance policy maintained by it pursuant to this Section 3.08(a) in a timely fashion in accordance with
the terms of such policy and to take such reasonable steps as are necessary to receive payment or to permit recovery thereunder.
All insurance policies required to be maintained by the Master Servicer or the Special Servicer hereunder shall name the Trustee
or the Master Servicer or the Special Servicer, on behalf of the Trustee as the mortgagee, as loss payee, and shall be issued by
Qualified Insurers, if available from a Qualified Insurer, and if not available from a Qualified Insurer, from an insurance provider
that is rated the next highest available rating who is offering such insurance at commercially reasonable rates. Notwithstanding
the foregoing: (A) the Master Servicer shall not be required to maintain any earthquake or environmental insurance policy
on any Mortgaged Property and the Special Servicer shall not be required to maintain any earthquake or environmental insurance
policy on any REO Property, in each case unless such insurance is required to be maintained under the related Loan Documents and
is available at commercially reasonable rates; provided, however, that neither the Master Servicer nor the Special
Servicer shall have any obligation to maintain such earthquake or environmental insurance policy required under the related Loan
Documents if the originator of the Mortgage Loan or Serviced Whole Loan waived compliance with such insurance requirements (and
if the applicable Master Servicer does not cause the Mortgagor to maintain or does not itself maintain such earthquake or environmental
insurance policy on any Mortgaged Property, the Special Servicer shall have the right, but not the duty, to obtain, at the Trust’s
expense, earthquake or environmental insurance on any Mortgaged Property securing a Specially Serviced Loan or an REO Property
so long as such insurance is available at commercially reasonable rates); (B) with respect to the Master Servicer’s
obligation to cause the related Mortgagor to maintain such insurance, the Master Servicer shall have no obligation beyond using
its efforts consistent with the Servicing Standard to cause any Mortgagor to maintain the insurance required to be maintained or
that the lender is entitled to reasonably require, subject to applicable law, under the related Loan Documents; and (C) in
making determinations as to the availability of insurance at commercially reasonable rates or otherwise, the Master Servicer or
the Special Servicer, as applicable, shall, to the extent consistent with the Servicing Standard, be entitled to rely, at its own
expense, on insurance consultants in making such determination and any such determinations by the Master Servicer or the Special
Servicer, as applicable, need not be made more frequently than annually but in any event shall be made at the approximate date
on which the Master Servicer or the Special Servicer, as applicable, receives notice of the renewal, replacement or cancellation
of coverage.


 


Notwithstanding the foregoing,
the Master Servicer or Special Servicer, as applicable, will not be required to maintain, and shall not cause a Mortgagor to be
in default with respect to the failure of the related Mortgagor to obtain, all risk casualty insurance which does


 






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not contain any
carve out for terrorist or similar acts, if, and only if, the Special Servicer has determined in accordance with the Servicing
Standard that the failure to maintain such insurance is an Acceptable Insurance Default; provided that, during the period
that the Special Servicer is evaluating such insurance hereunder, the Master Servicer shall not be liable for any loss related
to its failure to require the Mortgagor to maintain terrorism insurance and shall not be in default of its obligations hereunder
as a result of such failure. The Special Servicer shall promptly notify the Master Servicer of each determination under this paragraph.


 


(b)          (i)  If
the Master Servicer or the Special Servicer obtains and maintains a blanket insurance policy insuring against fire and hazard losses
on all of the Mortgaged Properties (other than REO Properties and other than with respect to the Mortgaged Properties that secure
the Non-Serviced Mortgage Loans) as to which the related Mortgagor has not maintained insurance required by the related Mortgage
Loan or, if applicable, related Serviced Whole Loan (other than any Mortgagor that is required under the related Loan Documents
to maintain insurance with an insurer rated better than as indicated in the definition of “Qualified Insurer” that
maintains insurance with an insurer rated at least as indicated in the definition of “Qualified Insurer”) or the Special
Servicer obtains and maintains a blanket insurance policy insuring against fire and hazard losses on all of the REO Properties
(other than REO Properties acquired in respect of any Non-Serviced Mortgage Loan), as required under this Agreement, as the case
may be, then the Master Servicer or the Special Servicer, as the case may be, shall conclusively be deemed to have satisfied its
respective obligations concerning the maintenance of insurance coverage set forth in Section 3.08(a) of this Agreement.
Any such blanket insurance policy shall be maintained with a Qualified Insurer. A blanket insurance policy may contain a deductible
clause, in which case the Master Servicer or the Special Servicer, as applicable, shall, in the event that (i) there shall
not have been maintained on the related Mortgaged Property a policy otherwise complying with the provisions of Section 3.08(a)
of this Agreement, and (ii) there shall have been one or more losses which would have been covered by such a policy had it
been maintained, immediately deposit into the Collection Account or, if applicable, related Serviced Whole Loan Custodial Account
from its own funds the amount not otherwise payable under the blanket policy because of such deductible clause to the extent
that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan or Serviced Whole Loan,
or, in the absence of any such deductible limitation, the deductible limitation which is consistent with the Servicing Standard.
In connection with its activities as Master Servicer or the Special Servicer hereunder, as applicable, the Master Servicer and
the Special Servicer, respectively, agree to prepare and present, on behalf of itself, the Trustee and Certificateholder and any
related Companion Loan Holder, claims under any such blanket policy which it maintains in a timely fashion in accordance with the
terms of such policy and to take such reasonable steps as are necessary to receive payment or permit recovery thereunder.


 


(ii)          If
the Master Servicer causes any Mortgaged Property (other than any REO Property and other than with respect to the Mortgaged Properties
that secures the respective Non-Serviced Mortgage Loans) or the Special Servicer causes any REO Property (other than an REO Property
acquired in respect of each Non-Serviced Mortgage Loan) to be covered by a master force placed insurance policy and such policy


 






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shall be issued by a Qualified Insurer and provide no less coverage in scope and amount for such Mortgaged Property or REO Property
than the insurance required to be maintained pursuant to Section 3.08(a) of this Agreement, then the Master Servicer
or the Special Servicer, as the case may be, shall conclusively be deemed to have satisfied its respective obligations to maintain
insurance pursuant to Section 3.08(a) of this Agreement. Such policy may contain a deductible clause, in which case
the Master Servicer or the Special Servicer, as applicable, shall, in the event that (i) there shall not have been maintained
on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.08(a),
and (ii) there shall have been one or more losses which would have been covered by such a policy had it been maintained, immediately
deposit into the Collection Account or, if applicable, related Serviced Whole Loan Custodial Account from its own funds the amount
not otherwise payable under such policy because of such deductible to the extent that any such deductible exceeds the deductible
limitation that pertained to the related Mortgage Loan and/or related Companion Loan(s) related thereto, or, in the absence of
any such deductible limitation, the deductible limitation which is consistent with the Servicing Standard.


 


(iii)         In
either case, if the Master Servicer or Special Servicer, as applicable, causes any Mortgaged Property or REO Property to be covered
by such “force-placed” insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property
or REO Property (i.e., other than any minimum or standby premium payable for such policy whether or not any Mortgaged Property
or REO Property is covered thereby) shall be paid as a Property Advance. Any legal fees or other out-of-pocket costs incurred in
accordance with the Servicing Standard in connection with any claim under an insurance policy described above (whether by the Master
Servicer or the Special Servicer) shall be paid by, and reimbursable to, the Master Servicer as a Property Advance.


 


(c)          The
Master Servicer and the Special Servicer shall each maintain a fidelity bond in such form as is consistent with the Servicing Standard
and in such amounts that are consistent with the Servicing Standard. The Master Servicer and the Special Servicer each shall be
deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms
of such fidelity bond, the coverage afforded thereunder extends to the Master Servicer or the Special Servicer, as applicable.
In addition, the Master Servicer and the Special Servicer shall each keep in force during the term of this Agreement a policy or
policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its
obligations to service the Mortgage Loans and the Serviced Companion Loan hereunder in such form as is consistent with the Servicing
Standard and in such amounts as are consistent with the Servicing Standard. Notwithstanding the foregoing, so long as the long-term
unsecured debt or long-term deposits rating of the Master Servicer (or its corporate parent) or the Special Servicer (or its corporate
parent) is no lower than “A-” as rated by Fitch, “A3” as rated by Moody’s and no lower than the equivalent
of such Moody’s rating by KBRA (if then rated by KBRA) the Master Servicer or the Special Servicer may self-insure for the
fidelity bond and errors and omissions coverage otherwise required above. The Master Servicer shall cause each and every Sub-Servicer
for it to maintain or cause to be maintained by an agent or contractor servicing any Mortgage Loan or Serviced Whole


 






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Loan on behalf
of such Sub-Servicer, a fidelity bond and an errors and omissions insurance policy which satisfy the requirements for the fidelity
bond and the errors and omissions policy to be maintained by the Master Servicer to comply with the foregoing. All fidelity bonds
and policies of errors and omissions insurance obtained under this Section 3.08(c) shall be issued by a Qualified Insurer.


 


Section 3.09     Enforcement
of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions.


 


(a)          Upon
receipt of any request of a consent or waiver in respect of a due-on-sale or due-on encumbrance provision, the Master Servicer,
with respect to the non-Specially Serviced Loans and the Special Servicer with respect to Specially Serviced Loans shall process
such waiver request. With respect to non-Specially Serviced Loans, the Master Servicer shall review the proposed transaction and,
whether or not it determines that approval of the transaction is favorable, make and submit its written recommendation and analysis
to the Special Servicer with all information reasonably available to the Master Servicer that the Special Servicer may reasonably
request in order to withhold or grant its consent, and in all cases the Special Servicer will be entitled to approve or disapprove
the transaction. The Master Servicer (as to non-Specially Serviced Loans) or the Special Servicer (as to Specially Serviced Loans),
as applicable, shall close the related transaction, pursuant to the process described below in this Section 3.09(a), subject
to the consent of the Special Servicer and the consultation and/or consent rights (if any) of the Controlling Class Representative
or the consultation and/or consent rights (if any) of any related Serviced Companion Loan Holder (or its Companion Loan Holder
Representative) as provided in this Section 3.09(a) and as otherwise provided in the related Co-Lender Agreement and this
Agreement, and subject to Sections 3.09(b), 3.21, 3.24, 3.25 and 3.28; provided,
however, that neither the Master Servicer nor the Special Servicer, as applicable, shall enter into any such agreement to
the extent that any terms thereof would result in (i) the imposition of a tax on a Trust REMIC under the REMIC Provisions
or cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes at any time that any Certificate is outstanding
or (ii) create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. With
respect to (i) non-Specially Serviced Loans, the Master Servicer (subject to the Special Servicer’s consent) or (ii) with
respect to Specially Serviced Loans, the Special Servicer, each in a manner consistent with the Servicing Standard and each on
behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained
in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers or further encumbrances
of interests in the related Mortgagor, unless following its receipt of a request of a consent or waiver in respect of a due-on-sale
or due-on-encumbrance provision, the Master Servicer (with the written consent of the Special Servicer, which consent shall be
deemed given if not denied within 15 Business Days (or such other time as required by the related Co-Lender Agreement, but in no
event less than 5 Business Days after the time period set forth in such Co-Lender Agreement for review by any related Companion
Loan Holder) after the Special Servicer’s receipt (unless earlier objected to) of the written recommendation and analysis
of the Master Servicer for such action and any additional information reasonably available to the Master Servicer that the Special
Servicer may reasonably request for the analysis of such request, which recommendation and analysis and information may be delivered
in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) or the Special Servicer, as applicable,
has determined,


 






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consistent with the Servicing Standard, that the waiver of such restrictions or granting of consent would be in
accordance with the Servicing Standard. Promptly after the Master Servicer (with the written consent of the Special Servicer to
the extent required in the preceding sentence) or the Special Servicer, as applicable, has made any such determination to waive
enforcement of a due-on-sale or due-on-encumbrance provision, the Special Servicer or the Master Servicer, as applicable, shall
deliver to the Trustee, the Certificate Administrator, each other party to this Agreement and, subject to Section 11.13
of this Agreement, each of the Rating Agencies an Officer’s Certificate setting forth the basis for such determination; provided
that, notwithstanding anything herein to the contrary, no such Officer’s Certificate shall be required to be delivered if
the Master Servicer or Special Servicer, as applicable, is granting consent to an assumption pursuant to this Section 3.09(a)
in accordance with the terms of the related Loan Documents and there is no material waiver of any conditions or any other provisions
of the related Loan Documents with respect thereto. With respect to all Mortgage Loans and Serviced Whole Loans, the Special Servicer
shall, prior to consenting to a proposed action of the Master Servicer pursuant to this Section, and prior to itself taking such
an action, obtain the written consent of the Controlling Class Representative (except in the case of the Hyatt Place Texas Portfolio
Whole Loan and unless a Control Termination Event has occurred and is continuing) or the Hyatt Place Texas Portfolio Companion
Loan Holder (only in the case of the Hyatt Place Texas Portfolio Whole Loan prior to the Hyatt Place Texas Portfolio Companion
Loan Securitization Date), which consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected to)
by the Controlling Class Representative or the Hyatt Place Texas Portfolio Companion Loan Holder (or its representative), as applicable,
of the written recommendation and analysis of the Master Servicer or Special Servicer, as applicable, for such action and any additional
information the Controlling Class Representative or the Hyatt Place Texas Portfolio Companion Loan Holder (or its representative),
as applicable, may reasonably request for the analysis of such request, which recommendation and analysis and information may be
delivered in an electronic format reasonably acceptable to Controlling Class Representative or the Hyatt Place Texas Portfolio
Companion Loan Holder (or its representative), as applicable, and the Master Servicer or the Special Servicer, as applicable. In
addition, neither the Master Servicer nor the Special Servicer, as applicable, may waive the rights of the lender or grant its
consent under any “due-on-encumbrance” provision unless (1) the Special Servicer or the Master Servicer, as applicable,
shall have received a prior written Rating Agency Confirmation with respect to such action or (2) the related Mortgage Loan
(including a Mortgage Loan related to a Serviced Whole Loan) (A) represents less than 2% of the principal balance of all of
the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $20,000,000, (C) has
a Loan-to-Value Ratio equal to or less than 85% (including any existing and proposed debt), (D) has a Debt Service Coverage
Ratio equal to or greater than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the
Mortgage Loan or Serviced Whole Loan, as applicable, and the principal amount of the proposed additional lien) and (E) is
not one of the 10 largest Mortgage Loans (considering any cross-collateralized group as a single Mortgage Loan) in the Mortgage
Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal
balance less than $10,000,000). Further, neither the Master Servicer nor the Special Servicer, as applicable, may waive the rights
of the lender or grant its consent under any “due-on-sale” provision unless the Master Servicer or the Special Servicer,
as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action unless the related Mortgage
Loan (including a 


 






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Mortgage Loan related to a Serviced Whole Loan) (A) represents less than 5% of the principal balance of
all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $35,000,000 and (C) is
not one of the 10 largest Mortgage Loans (considering any cross-collateralized group as a single Mortgage Loan) in the Mortgage
Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal
balance less than $10,000,000). For the purposes of this Agreement, due on sale provisions shall include, without limitation, any
rights arising out of sales or transfers of Mortgaged Properties, in full or in part, or the sale, transfer, pledge or hypothecation
of direct or indirect interests in any Mortgagor or its owner, to the extent prohibited under the related Loan Documents, and due
on encumbrance provisions shall include, without limitation, any mezzanine/subordinate financing of any Mortgagor or any Mortgaged
Property or any sale or transfer of preferred equity in any Mortgagor or its owners, to the extent prohibited under the related
Loan Documents. With respect to each Companion Loan, no waiver of a due-on-sale or due-on-encumbrance provision will be effective
unless the Master Servicer or Special Servicer, as applicable, first consults with (i) other than in the case of the Hyatt
Place Texas Portfolio Whole Loan, the related Companion Loan Holder or its Companion Loan Holder Representative (if and to the
extent required under the applicable Co-Lender Agreement) and (ii) in the case of the Hyatt Place Texas Portfolio Whole Loan,
the Controlling Class Representative (unless a Consultation Termination Event has occurred and is continuing).


 


The Master Servicer (with
respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall notify in writing
the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, and, subject to Section 11.13
of this Agreement, each Rating Agency and, with respect to a Serviced Whole Loan, the related Companion Loan Holder, of any assumption
or substitution agreement executed pursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Special Servicer
or the Master Servicer, as applicable, shall deliver a Review Package to such Rating Agency in accordance with Section 11.13
of this Agreement.


 


Further, subject to the
terms of the related Loan Documents and applicable law, the Special Servicer or the Master Servicer, as applicable, shall use reasonable
efforts to ensure that all costs in connection with any assumption or encumbrance, including any arising from seeking a Rating
Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor after the use of
such efforts, any rating agency charges in connection with the foregoing shall be paid by the Master Servicer as a Property Advance
(or as an Additional Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance).


 


To the extent not prohibited
by the applicable Loan Documents and applicable law, the Special Servicer or the Master Servicer, as applicable, may charge the
related Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a); provided
that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms
of this Agreement.


 






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(b)          Nothing
in this Section 3.09 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive
notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any
lien or other encumbrance with respect to such Mortgaged Property.


 


(c)          In
connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master
Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into
pursuant to Section 3.09(a) of this Agreement shall contain any terms that are different from, any term of any
Mortgage Loan or Companion Loan or the related Note, other than pursuant to Section 3.24 of this Agreement.


 


(d)          With
respect to any Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Whole Loan which permits release of Mortgaged
Properties through defeasance, and to the extent consistent with the terms of the related Loan Documents:


 


(i)          Subject
to the consent rights and process set forth in Section 6.09 with respect to Major Decisions, the Master Servicer shall
process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans in accordance
with the terms of the related Loan Documents, and shall be entitled to any defeasance fees paid relating thereto (provided that
for the avoidance of doubt, any such defeasance fee shall not include any Modification Fees or waiver fees in connection with a
defeasance to which the Special Servicer is entitled to under this Agreement.


 


(ii)          In
the event such Mortgage Loan or Serviced Whole Loan requires that the Master Servicer on behalf of the Trustee purchase the required
“government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities
that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), the Master Servicer, an accommodation Mortgagor pursuant
to clause (v) below or the Mortgagor shall, at the Mortgagor’s expense (to the extent consistent with the Loan
Documents), purchase or cause the purchase of such obligations in accordance with the terms of such Mortgage Loan or Serviced Whole
Loan and deliver to the Master Servicer, in the case of the Mortgagor, or in the case of the Master Servicer, hold the same on
behalf of the Trust Fund and, if applicable, the related Companion Loan Holder; provided that, subject to the related Loan
Documents, the Master Servicer shall not accept the amounts paid by the related Mortgagor to effect defeasance until acceptable
“government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities
that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) have been identified, in each case which are acceptable
as defeasance collateral under the then most recently published current guidelines of the Rating Agencies. Notwithstanding the
foregoing, with respect to certain Mortgage Loans originated or acquired by SMF and Five Mile that are subject to defeasance, each
of SMF and Five Mile, as applicable, has retained on behalf of itself or its Affiliate the right to establish or designate the
successor borrower and to purchase or cause to be purchased the related defeasance collateral (“Loan Seller Defeasance
Rights and Obligations”). In the event the Master Servicer receives notice of a defeasance request with respect to a
Mortgage Loan that provides for Loan Seller Defeasance Rights and Obligations in the related Loan Documents, the Master Servicer


 






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shall provide, within five (5) business days of receipt of such notice, written notice of such defeasance request to SMF
or Five Mile, as applicable, in the case of the Mortgage Loans for which SMF or Five Mile, as applicable, is the related Mortgage
Loan Seller.


 



(iii)         
The Master Servicer shall require, to the extent the Loan Documents grant the mortgagee discretion to so require, delivery
of an Opinion of Counsel (which shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents)
to the effect that the Trustee on behalf of the Certificateholders has a first priority security interest in the defeasance deposit
and the “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other
securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), and the assignment thereof is valid and enforceable;
such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form
and substance acceptable to the Master Servicer.


 


(iv)        
The Master Servicer shall obtain, to the extent the Loan Documents grant the mortgagee discretion to so obtain, a certificate
(which shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents) from an Independent
certified public accountant certifying that the “government securities” within the meaning of Section 2(a)(16)
of the Investment Company Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii),
comply with the requirements of the related Loan Agreement or Mortgage.


 


(v)       
To the extent consistent with the related Loan Documents, prior to permitting release of any Mortgaged Properties through defeasance,
the Master Servicer shall (at the Mortgagor’s expense) obtain a Rating Agency Confirmation; provided that the Master Servicer
shall not be required to obtain such Rating Agency Confirmation from any Rating Agency to the extent that the Master Servicer
has delivered a defeasance certificate to each Rating Agency substantially in the form of Exhibit DD to this Agreement
for any Mortgage Loan that, at the time of such defeasance, is (x) not one of the ten largest Mortgage Loans by Stated Principal
Balance, (y) a Mortgage Loan with a Stated Principal Balance equal to or less than $35,000,000 and (z) a Mortgage Loan that
represents less than 5% of the Stated Principal Balance of all Mortgage Loans.


 



(vi)          
If the Mortgage Loan or Serviced Whole Loan permits the related Mortgagor or the lender or its designee to cause an accommodation
Mortgagor to assume such defeased obligations, the Master Servicer shall, or shall cause the Mortgagor to, establish at the Mortgagor’s
cost and expense (and shall use efforts consistent with the Servicing Standard to cause the related Mortgagor to consent to such
assumption) a special purpose bankruptcy-remote entity to assume such obligations, as to which the Trustee and the Certificate
Administrator has received a Rating Agency Confirmation (if such confirmation is required pursuant to the then most recently published
guidelines of the Rating Agencies).


 



(vii)           
To the extent consistent with the related Loan Documents, the Master Servicer shall require the related Mortgagor to pay
all costs and expenses incurred in connection with the defeasance of the related Mortgage Loan or Serviced Whole Loan.


 






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In
the event that the Mortgagor is not required to pay any such costs and expenses under the terms of the Loan Documents, such costs
and expenses shall be Additional Trust Fund Expenses.


 


(viii)         In no event shall the Master Servicer have liability to any party hereto or beneficiary hereof for obtaining a Rating Agency
Confirmation (or conditioning approval of defeasance on the delivery of a Rating Agency Confirmation) or for imposing conditions
to approval of a defeasance on the satisfaction of conditions that are consistent with the Servicing Standard but are not required
under Rating Agency guidelines (provided that this shall not protect the Master Servicer from any liability that may be
imposed as a result of the violation of applicable law or the Loan Documents).


 


(ix)          
The Master Servicer may accept as defeasance collateral of any “government security,” within the meaning of
Treasury Regulation’s Section 1.860G-(2)(a)(8)(ii), notwithstanding any more restrictive requirements in the Loan Documents;
provided, that the Master Servicer has received an Opinion of Counsel that acceptance of such defeasance collateral will not endanger
the status of either Trust REMIC as a REMIC or result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including
but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the
tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income
from foreclosure property” as set forth in Section 860G(c) of the Code).


 


(e)             Notwithstanding any other provision of this Section 3.09, but subject to Section 3.24, without any
other approval or consent, the Master Servicer (for Mortgage Loans and Serviced Whole Loans but not Specially Serviced Loans) or
the Special Servicer (for Specially Serviced Loans) may (i) grant and process a Mortgagor’s request for consent to subject
the related Mortgaged Property to an immaterial easement, right of way or similar agreement for utilities, access, parking, public
improvements or another purpose, (ii) consent to subordination of the related Mortgage Loan or Serviced Whole Loan to such easement,
right of way or similar agreement and (iii) consent to any other matter that is not a Major Decision; provided that the
Master Servicer or Special Servicer, as applicable, (a) shall have determined in accordance with the Servicing Standard that
such easement, right of way or similar agreement will not materially and adversely affect the operation or value of such Mortgaged
Property or the Trust Fund’s interest in the Mortgaged Property and (b) shall have determined that such easement, right
of way or similar agreement will not cause either Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding. The Master Servicer or the Special Servicer may rely on an Opinion of Counsel in making any such determination under
clause (b) above.


 


Section 3.10     Appraisal
Reductions; Realization Upon Defaulted Mortgage Loans.


 


(a)            Promptly upon the occurrence of an Appraisal Reduction Event, the Special Servicer shall use reasonable efforts to obtain
an updated Appraisal, the costs of which shall be advanced by, and reimbursable to the Master Servicer, as a Property Advance (or
as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be
a Nonrecoverable Advance); provided, however, that the Special


 






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Servicer shall not be required to obtain an updated
Appraisal of any Mortgaged Property with respect to which there exists an Appraisal which is less than nine months old unless the
Special Servicer determines in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate.
With respect to Mortgage Loans for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall
obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount
with respect to a Serviced Whole Loan shall be delivered by the Special Servicer, upon request, to each related Companion Loan
Holder.


 


The Certificate Principal
Amount of each of the Certificates shall be notionally reduced (solely for purposes of determining the identity of the Non-Reduced
Certificates and the Controlling Class, as well as the occurrence of a Control Termination Event) as of any date of determination
to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate
Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Principal Amounts of
the following Classes of Certificates and Class PEZ Regular Interests in the following order of priority: first, to
the Class G Certificates; second, to the Class F Certificates; third, to the Class E Certificates;
fourth, to the Class D Certificates; fifth, to the Class C Regular Interest (and correspondingly, the Class C
Certificates and the Class PEZ Component C, pro rata based on their respective percentage interests therein); sixth,
to the Class B Regular Interest (and correspondingly, the Class B Certificates and the Class PEZ Component B, pro
rata based on their respective percentage interests therein); seventh, to the Class A-S Regular Interest (and correspondingly,
the Class A-S Certificates and the Class PEZ Component A-S, pro rata based on their respective percentage interests
therein); and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3
Certificates, (iv) Class A-4 Certificates, and (v) Class A-AB Certificates, based on their respective Certificate
Principal Amounts (provided in each case that no Certificate Principal Amount in respect of any such Class may be notionally
reduced below zero). With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced
Certificates or the Controlling Class, as well as the occurrence of a Control Termination Event, the appraised value of the related
Mortgaged Property shall be determined on an “as-is” basis.


 


The Special Servicer
shall promptly notify the Certificate Administrator and Master Servicer in writing of the determination of any such Appraisal Reduction
Amount, and the Certificate Administrator upon receipt of such notice shall promptly notify in writing holders of each Class of
Control Eligible Certificates of the determination of any such Appraisal Reduction Amount.


 


Any Appraisal Reduction
Amounts with respect to the Serviced Whole Loans shall be allocated to the related Mortgage Loan and the related Serviced Companion
Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such
related Mortgage Loan and the related Companion Loan(s).


 


The Holders of Certificates
representing the majority of the Certificate Principal Amount of any Class of Certificates that is or would be determined
to no longer be the Controlling Class (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


 






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Special Servicer’s Appraisal
Reduction Amount determination and, at their sole expense, obtain a second Appraisal of any Mortgage Loan for which an Appraisal
Reduction Event has occurred (such Holders, the “Requesting Holders”). The Requesting Holders shall cause the
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 the Servicing Standard. 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 determination of an 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 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 be exercised by the Class of Control Eligible Certificates immediately
senior to such Appraised-Out Class, if any, 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 Principal Amount of any Appraised-Out Class shall
have the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Mortgage Loan for
which an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged Property or
Mortgaged Properties that would have a material effect on its Appraised Value, and the Special Servicer shall use its reasonable
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 the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties
have occurred that would have a material effect on such Appraised Value of the related Mortgaged Property or Mortgaged Properties.


 


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 Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction
Amount, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such
additional Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, shall


 






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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, 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 the Servicing Standard or this
Agreement without regard to any appraisal requests made by any Holder of an Appraised-Out Class.


 


(b)            In connection with any foreclosure, enforcement of the Loan Documents or other acquisition, the Master Servicer in accordance
with Section 3.20 of this Agreement shall pay the out-of-pocket costs and expenses in any such proceedings as a Property
Advance unless the Master Servicer determines, in accordance with the Servicing Standard, that such Advance would constitute a
Nonrecoverable Advance (in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the
Collection Account). The Master Servicer shall be entitled to reimbursement of Advances (with interest at the Advance Rate) made
pursuant to the preceding sentence to the extent permitted by Section 3.06(a)(ii) of this Agreement.


 


Subject to Section 3.21
of this Agreement, if the Special Servicer elects to proceed with a non-judicial foreclosure in accordance with the laws of the
state where the Mortgaged Property is located, the Special Servicer shall not be required to pursue a deficiency judgment against
the related Mortgagor or any other liable party if the laws of the state do not permit such a deficiency judgment after a non-judicial
foreclosure or if the Special Servicer determines, in accordance with the Servicing Standard, that the likely recovery if a deficiency
judgment is obtained will not be sufficient to warrant the cost, time, expense and/or exposure of pursuing the deficiency judgment
and such determination is evidenced by an Officers’ Certificate delivered to the Trustee, the Certificate Administrator,
the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and any Companion
Loan Holder.


 


In the event that title
to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be
issued to the Trustee, to a co-trustee or to its nominee (which shall not include the Master Servicer but may be a single member
limited liability company owned by the Trust and managed by the Special Servicer) or a separate trustee or co-trustee on behalf
of the Trustee as holder of the Lower-Tier Regular Interests and on behalf of the holders of the Certificates and, if applicable,
and the related Companion Loan Holders. Notwithstanding any such acquisition of title and cancellation of the related Mortgage
Loan or Serviced Whole Loan, the related Mortgage Loan shall (except for purposes of Section 9.01) be considered to
be an REO Mortgage Loan held in the Trust Fund until such time as the related REO Property shall be sold by the Trust Fund and
shall be reduced only by collections net of expenses.


 






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(c)            Notwithstanding any provision to the contrary, the Special Servicer shall not acquire for the benefit of the Trust Fund
any personal property pursuant to this Section 3.10 unless either:


 


(i)            
such personal property is (in the good faith judgment of the Special Servicer) incident to real property (within the
meaning of Code Section 856(e)(1)) so acquired by the Special Servicer for the benefit of the Trust Fund; or


 


(ii)           
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 personal property by the Trust Fund will not cause the imposition of a tax
on a Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust
to fail to qualify as a grantor trust for federal income tax purposes at any time that any Certificate is outstanding.


 


(d)            Notwithstanding any provision to the contrary in this Agreement, neither the Special Servicer nor the Master Servicer shall,
on behalf of the Trust Fund or, if applicable, the related Companion Loan Holder, obtain title to any direct or indirect partnership
or membership interest or other equity interest in any Mortgagor pledged pursuant to any pledge agreement, unless the Master Servicer
or 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 or membership interest or other equity interest by the Trust Fund will
not cause the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as
a REMIC for federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust at any time that any Certificate
is outstanding.


 


(e)            Notwithstanding any provision to the contrary contained in this Agreement, the Special Servicer shall not, on behalf of
the Trust Fund or, if applicable, the related Companion Loan Holders, obtain title to a Mortgaged Property as a result of foreclosure
or by deed in lieu of foreclosure or otherwise, obtain title to any direct or indirect partnership or membership interest in any
Mortgagor pledged pursuant to a pledge agreement and thereby be the beneficial owner of a Mortgaged Property, and shall not otherwise
acquire possession of, or take any other action with respect to, any Mortgaged Property if, as a result of any such action, the
Custodian, the Trustee, the Certificate Administrator or the Trust Fund, without their consent, or the Certificateholders or, if
applicable, the related Companion Loan Holders, would be considered to hold title to, or be a mortgagee-in-possession of, or to
be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Special Servicer
has previously determined in accordance with the Servicing Standard, based on an updated environmental assessment report prepared
by an Independent Person who regularly conducts environmental audits, that:


 


(i)            
such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental
consultant, that it would be in the best economic interest of the Trust Fund and any related Companion Loan Holder (as a collective
whole) to take such actions as are necessary to bring such Mortgaged Property in compliance therewith; and


 






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(ii)          
there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous
Materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently
effective federal, state or local law or regulation, or that, if any such Hazardous Materials are present for which such action
could be required, after consultation with an environmental consultant, it would be in the best economic interest of the Trust
Fund and any related Companion Loan Holder(s) (as a collective whole as if the Trust Fund and, if applicable, the related Companion
Loan Holder(s) constituted a single lender to take such actions with respect to the affected Mortgaged Property as could be required
by such law or regulation. In the event that the environmental assessment first obtained by the Special Servicer with respect
to a Mortgaged Property indicates that such Mortgaged Property may not be in compliance with applicable environmental laws or
that Hazardous Materials may be present but does not definitively establish such fact, the Special Servicer shall cause such further
environmental tests to be conducted by an Independent Person who regularly conducts such tests as the Special Servicer shall deem
prudent to protect the interests of Certificateholders and any related Companion Loan Holder. Any such tests shall be deemed part
of the environmental assessment obtained by the Special Servicer for purposes of this Section 3.10.


 


In the event that the
Special Servicer seeks to obtain title to a Mortgaged Property on behalf of the Trust Fund and any related Companion Loan Holder,
the Special Servicer may, in its discretion, establish a single member limited liability company with the Trust Fund and any related
Companion Loan Holder as the sole owner to hold title to such Mortgaged Property.


 


(f)             The environmental assessment contemplated by Section 3.10(e) of this Agreement shall be prepared within
three months of the determination that such assessment is required by any Independent Person who regularly conducts environmental
audits for purchasers of commercial property where the Mortgaged Property is located, as determined by the Special Servicer in
a manner consistent with the Servicing Standard and, if applicable, any secured creditor impaired property policy issued on or
prior to the Closing Date with respect to any Mortgage Loan (including that the environmental assessment identify any potential
pollution conditions (as defined in the environmental insurance policy) with respect to the related Mortgaged Property). The
Master Servicer shall advance the cost of preparation of such environmental assessments unless the Master Servicer determines,
in accordance with the Servicing Standard, that such Advance would be a Nonrecoverable Advance (in which case such costs shall
be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account). The Master Servicer shall be entitled
to reimbursement of Advances (with interest at the Advance Rate) made pursuant to the preceding sentence in the manner set
forth in Section 3.06 of this Agreement. Copies of any environmental assessment prepared pursuant to Section 3.10(e)
of this Agreement shall be provided to the Certificateholder of any Regular Certificates and any related Companion Loan Holder
upon written request to the Special Servicer.


 


(g)            If the Special Servicer determines pursuant to Section 3.10(e)(i) of this Agreement that a Mortgaged Property
is not in compliance with applicable environmental laws but that it is in the best economic interest of the Trust Fund and any
related Companion Loan Holder, as a collective whole as if the Trust Fund and any related Companion Holder constituted


 






    	 	 -182-	 



     


    

 


a single
lender, to take such actions as are necessary to bring such Mortgaged Property in compliance therewith, or if the Special Servicer
determines pursuant to Section 3.10(e)(ii) of this Agreement that the circumstances referred to therein relating to
Hazardous Materials are present but that it is in the best economic interest of the Trust Fund and any related Companion Loan Holder,
as a collective whole as if the Trust Fund and any related Companion Holder constituted a single lender, to take such action with
respect to the containment, clean-up or remediation of Hazardous Materials affecting such Mortgaged Property as is required by
law or regulation, the Special Servicer shall take such action as it deems to be in the best economic interest of the Trust Fund
and any related Companion Loan Holder, as a collective whole as if the Trust Fund and any related Companion Holder constituted
a single lender. The Master Servicer shall pay the cost of any such compliance, containment, clean-up or remediation from the Collection
Account.


 


(h)            The Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting
to the IRS and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required to be
reported with respect to any Mortgage Loan or Serviced Companion Loan which is abandoned or foreclosed and the Master Servicer
shall report to the IRS and the related Mortgagor, in the manner required by applicable law, such information and the Master Servicer
shall report, via IRS Form 1099C, all forgiveness of indebtedness to the extent such information has been provided to the
Master Servicer by the Special Servicer. Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee,
the Certificate Administrator and, if affected, to any related Companion Loan Holder.


 


Section 3.11     Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files. Upon the payment in full of any Mortgage
Loan or Serviced Whole Loan or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full
has been escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately notify
the Trustee, the Certificate Administrator and the Custodian and, if affected, the related Companion Loan Holder by delivery of
a certification (which certification shall include a statement to the effect that all amounts received or to be received in connection
with such payment which are required to be deposited in the Collection Account pursuant to Section 3.05 of this Agreement
have been or will be so deposited) of a Servicing Officer and shall request delivery to it of the Mortgage File. No expenses incurred
in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund.


 


From time to time upon
request of the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Certificate
Administrator shall promptly cause the Custodian to release the Mortgage File (or any portion thereof) designated in such Request
for Release to the Master Servicer or the Special Servicer, as applicable. Upon return of the foregoing to the Custodian, or in
the event of a liquidation or conversion of the Mortgage Loan or Serviced Whole Loan into an REO Property, receipt by the Trustee
and the Certificate Administrator of a certificate of a Servicing Officer stating that such Mortgage Loan or Serviced Whole Loan
was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited
into the Collection Account have been so deposited, or that such Mortgage Loan or Serviced Whole Loan has become an REO Property,


 






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the Custodian shall deliver a copy of the Request for Release to the Master Servicer or the Special Servicer, as applicable.


 


Within three (3) Business
Days, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer
any court pleadings, requests for trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys
and reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property
or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan or Serviced Whole Loan, or to obtain
a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents or otherwise available at law
or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee and a
statement as to the reason such documents or pleadings are required, and that the execution and delivery thereof by the Trustee
will not invalidate or otherwise affect the lien of the Mortgage or other security agreement, except for the termination of such
a lien upon completion of the foreclosure or trustee’s sale.


 


If from time to time,
pursuant to the terms of the Co-Lender Agreement and the applicable Other Pooling and Servicing Agreement related to the Non-Serviced
Mortgage Loans, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Non-Serviced Mortgage Loan,
an Other Master Servicer, an Other Special Servicer or other similar party requests delivery to it of the original Note for such
Non-Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto
to the Custodian. Upon receipt of a Request for Release, the Custodian shall release or cause the release of such original Note
to the requesting party or its designee. In connection with the release of the original Note for each Non-Serviced Mortgage Loan
in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding
by an Other Master Servicer, an Other Special Servicer or such other similar party, as the case may be, of such original Note as
custodian on behalf of and for the benefit of the Trustee. For the avoidance of doubt, the Custodian may rely on only the Request
for Release as evidence that the original Note will be held by the applicable party on behalf of and for the benefit of the Trustee.


 


Section 3.12     Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation.


 


(a)            As compensation for its activities hereunder, the Master Servicer shall be entitled, with respect to each Mortgage Loan
and REO Mortgage Loan (including the Non-Serviced Mortgage Loans) and each Companion Loan and REO Companion Loan that is included
as part of a Serviced Whole Loan and each Collection Period, to the Servicing Fee, which shall be payable from amounts on deposit
in the Collection Account and/or, in the case of a Serviced Whole Loan or portion thereof, the related Serviced Whole Loan Custodial
Account as set forth in Section 3.06(a)(iii) and Section 3.06(a)(vi) and/or Section 3.06A of
this Agreement, as applicable. In addition, the Master Servicer shall be entitled to receive, as additional servicing compensation,
(i) 100% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a non-Specially
Serviced Loan (other than the Non-Serviced Mortgage Loans) agreed to by the Master Servicer pursuant to Section 3.24
of this Agreement that did not require the approval of the Special Servicer, (ii) 50% of any Excess


 






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Modification Fees with
respect to a modification, waiver, extension or amendment of a non-Specially Serviced Loan (other than the Non-Serviced Mortgage
Loans) consented to by Special Servicer pursuant to Section 3.24 of this Agreement, (iii) 100% of any defeasance
fee actually paid by a Mortgagor in connection with a defeasance of a Mortgage Loan (other than the Non-Serviced Mortgage Loans)
or Serviced Whole Loan as contemplated under Section 3.09 of this Agreement (provided that for the avoidance
of doubt, any such defeasance fee shall not include any Modification Fees or waiver fees in connection with a defeasance to which
the Special Servicer is entitled to under this Agreement), (iv) 100% of any Assumption Fees with respect to a non-Specially
Serviced Loan (other than the Non-Serviced Mortgage Loans) consented to by the Master Servicer that did not require the approval
of the Special Servicer, (v) 50% of any Assumption Fees with respect to a non-Specially Serviced Loan (other than the Non-Serviced
Mortgage Loans) consented to by the Special Servicer, (vi) the aggregate Prepayment Interest Excess, but only to the extent
such amount is not required to be included in any Compensating Interest Payment, in each case to the extent received and not required
to be deposited or retained in the Collection Account pursuant to Section 3.04(d) of this Agreement, (vii) 100%
of Ancillary Fees (other than fees for insufficient or returned checks) and assumption application fees actually received
from Mortgagors on non-Specially Serviced Loans (other than the Non-Serviced Mortgage Loans), (viii) 100% of Consent Fees
with respect to a non-Specially Serviced Loan (other than the Non-Serviced Mortgage Loans) that did not require the approval of
the Special Servicer, (ix) 50% of any Consent Fees with respect to a non-Specially Serviced Loan (other than the Non-Serviced
Mortgage Loans) consented to by the Special Servicer, (x) 100% of Excess Penalty Charges paid by the Mortgagors with respect
to any Mortgage Loan (other than the Non-Serviced Mortgage Loans) other than Excess Penalty Charges accrued during the period such
Mortgage Loan is a Specially Serviced Loan and (xi) 100% of fees for insufficient or returned checks actually received from
Mortgagors on all Mortgage Loans (in the case of the Non-Serviced Mortgage Loans, only to the extent actually remitted by an Other
Master Servicer), (xii) in the case of an ARD Loan that is a non-Specially Serviced Loan (other than the Non-Serviced Mortgage
Loans), 100% of any extension fee actually paid by the related Mortgagor in connection with the Mortgagor’s option to exercise
the related Anticipated Repayment Date option pursuant to the related Loan Documents that did not require the approval of the applicable
Special Servicer and (xiii) in the case of an ARD Loan that is a non-Specially Serviced Loan (other than the Non-Serviced Mortgage
Loans), 50% of any extension fee actually paid by the related Mortgagor in connection with the Mortgagor’s option to exercise
the related Anticipated Repayment Date option pursuant to the related Loan Documents consented to by the applicable Special Servicer;
provided, however, that the Master Servicer shall not be entitled to apply or retain any amounts described in clauses (i)
through (v) above as additional compensation with respect to a specific Mortgage Loan or Serviced Whole Loan, as applicable, with
respect to which a default or event of default thereunder has occurred and is continuing unless and until such default or event
of default has been cured (or has been waived in accordance with the terms of this Agreement) and all delinquent amounts required
to have been paid by the Mortgagor, Advance Interest Amounts and Additional Trust Fund Expenses (other than Special Servicing Fees,
Workout Fees and Liquidation Fees) both (x) due with respect to such Mortgage Loan or Serviced Whole Loan, as applicable,
and (y) in the case of expense items that arose within the last 12 months have been paid. The Master Servicer shall also
be entitled pursuant to, and to the extent provided for in Sections 3.06(a)(iii), Section 3.06(A) and 3.07(b),
to withdraw from the Collection Account and the Serviced Whole Loan Custodial Accounts and


 






    	 	 -185-	 



     


    

 


to receive from any Mortgagor Accounts
(to the extent not payable to the related Mortgagor under a Mortgage Loan or Serviced Whole Loan or applicable law) any interest
or other income earned on deposits therein. Interest or other income earned on funds in the Collection Account, Serviced Whole
Loan Custodial Account and Mortgagor Accounts (to the extent consistent with the related Loan Documents), shall be paid to the
Master Servicer as additional servicing compensation and interest or other income earned on funds in any REO Account shall be payable
to the Special Servicer.


 


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), in either case, to any
Qualified Institutional Buyer or Institutional Accredited Investor (other than a 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 CC-1 to this Agreement, 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 CC-2 to this Agreement. None of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor 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
Underwriters, the Initial Purchasers, the Certificate Administrator, the Trustee, the Custodian, the Master Servicer, the Operating
Advisor, the Certificate Registrar 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 any information received
in connection with its acquisition and holding of such Excess Servicing Fee Right 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. From time to time following any transfer, sale, pledge or assignment
of an Excess Servicing Fee Right, the Person then acting as the Master Servicer shall pay, out of each amount paid to such Master
Servicer as Servicing Fees with respect to each related Mortgage Loan or REO Mortgage Loan, as the case may be, the related Excess
Servicing Fees to the holder of such Excess Servicing Fee Right within one (1) Business Day following the payment of such Servicing
Fees to the Master Servicer, in each case in accordance with payment instructions provided by such holder in writing to the Master
Servicer. The holder of an Excess Servicing Fee Right shall not


 






    	 	 -186-	 



     


    

 


have any rights under this Agreement except as set forth in the
preceding sentences of this paragraph. None of the Certificate Administrator, the Certificate Registrar, the Operating Advisor,
the Depositor, the Special Servicer, the Trustee or the Custodian shall have any obligation whatsoever regarding payment of the
Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right.


 


Except as otherwise provided
herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including
all fees of any Sub-Servicers retained by it.


 


The Master Servicer will
not be entitled to retain any portion of Excess Interest paid on any Mortgage Loan.


 


Notwithstanding anything
herein to the contrary, in the case of a Serviced Whole Loan, in no event shall Servicing Fees with respect to the related Mortgage
Loan (including an REO Mortgage Loan) be payable out of payments and other collections with respect to the related Serviced Companion
Loan(s), and in no event shall Servicing Fees with respect to the related Serviced Companion Loan(s) (including an REO Companion
Loan) be payable out of payments and other collections with respect to the related Mortgage Loan or the Mortgage Pool. This paragraph
is in no way intended to limit the rights, if any, of the Master Servicer under the related Co-Lender Agreement to seek payment
of unpaid Servicing Fees with respect to any Serviced Companion Loan from the related Companion Loan Holder.


 


(b)            As compensation for its activities hereunder, on each Distribution Date the Trustee shall be entitled, with respect to each
Mortgage Loan to its portion of the Trustee/Certificate Administrator Fee, and the Certificate Administrator shall be entitled
with respect to each Mortgage Loan to its portion of the Trustee/Certificate Administrator Fee. The Certificate Administrator shall
pay the Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. Except as otherwise provided herein,
the Trustee/Certificate Administrator Fee includes all routine expenses of the Trustee, the Certificate Registrar, the Paying Agent,
the Certificate Administrator and the Authenticating Agent. Each of the Trustee’s and Certificate Administrator’s rights
to the Trustee/Certificate Administrator Fee may not be transferred in whole or in part except in connection with the transfer
of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this
Agreement.


 


(c)            As compensation for its activities hereunder, the Special Servicer shall be entitled, with respect to each Specially Serviced
Loan (including each Companion Loan that is included as part of each Serviced Whole Loan) and each Interest Accrual Period, to
the Special Servicing Fee, which shall be payable from amounts on deposit in the Collection Account and/or, in the case of a Serviced
Whole Loan or portion thereof, the related Serviced Whole Loan Custodial Account as set forth in Section 3.06(a) and
Section 3.06A. The Special Servicer’s rights to the Special Servicing Fee may not be transferred in whole or
in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this
Agreement. The Special Servicer shall not be entitled to any Special Servicing Fee with respect to any Non-Serviced Mortgage Loan.
In addition, the Special Servicer shall be entitled to receive, as additional servicing compensation, (i) 50% of any Excess
Modification Fees with respect to a modification, waiver, extension or amendment of a non-Specially Serviced Loan


 






    	 	 -187-	 



     


    

 


(other than the
Non-Serviced Mortgage Loans) consented to by the Special Servicer pursuant to Section 3.24 of this Agreement, (ii) 100%
of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a Specially Serviced Loan (other
than the Non-Serviced Mortgage Loans) consented to by the Special Servicer pursuant to Section 3.24 of this Agreement,
(iii) 100% of any Assumption Fees with respect to a Specially Serviced Loan (other than the Non-Serviced Mortgage Loans),
(iv) 50% of any Assumption Fees with respect to a non-Specially Serviced Loan (other than the Non-Serviced Mortgage Loans)
consented to by the Special Servicer, (v) 100% of Ancillary Fees (other than fees for insufficient or returned checks) and
assumption application fees actually received from Mortgagors on Specially Serviced Loans (other than the Non-Serviced Mortgage
Loans), (vi) 100% of Consent Fees with respect to a Specially Serviced Loan (other than the Non-Serviced Mortgage Loans),
(vii) 50% of any Consent Fees with respect to a non-Specially Serviced Loan (other than the Non-Serviced Mortgage Loans) consented
to by the Special Servicer, (viii) 100% of Excess Penalty Charges paid by the Mortgagors with respect to any Mortgage Loan
(other than the Non-Serviced Mortgage Loans) accrued during the period such Mortgage Loan is a Specially Serviced Loan, and (ix) any
interest or other income earned on deposits in the REO Accounts for any REO Loan (other than the Non-Serviced Mortgage Loans) for
which it is the Special Servicer, (x) in the case of an ARD Loan that is a Specially Serviced Loan (other than the Non-Serviced
Mortgage Loans) for which it is the related Special Servicer, 100% of any extension fee actually paid by the related Mortgagor
in connection with the Mortgagor’s option to exercise the related Anticipated Repayment Date option pursuant to the related
Loan Documents and (xi) in the case of an ARD Loan that is a non-Specially Serviced Loan (other than the Non-Serviced Mortgage
Loans) for which it is the related Special Servicer, 50% of any extension fee actually paid by the related Mortgagor in connection
with the Mortgagor’s option to exercise the related Anticipated Repayment Date option pursuant to the related Loan Documents
consented to by such Special Servicer.


 


Except as otherwise provided
herein, the Special Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder.


 


The Special Servicer
shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Mortgage
Loan at the Workout Fee Rate on such Mortgage Loan or Serviced Whole Loan for so long as it remains a Corrected Mortgage Loan.
The Special Servicer shall not be entitled to any Workout Fee with respect to any Non-Serviced Mortgage Loan. The Workout Fee with
respect to any Corrected Mortgage Loan will cease to be payable if such loan again becomes a Specially Serviced Loan; provided
that a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected Mortgage Loan. If
the Special Servicer is terminated (other than for cause) or resigns: (1) it shall retain the right to receive any and all
Workout Fees payable in respect of Mortgage Loans or Serviced Whole Loans that became Corrected Mortgage Loans prior to the time
of that termination or resignation except the Workout Fees will no longer be payable if any such Mortgage Loan or Serviced Whole
Loan subsequently becomes a Specially Serviced Loan; and (2) it will receive any Workout Fees payable in respect of any Mortgage
Loan or Serviced Whole Loan that was, at the time of that termination or resignation, a Specially Serviced Loan for which the resigning
or terminated Special Servicer had cured the event of default through a modification, restructuring or workout negotiated by the
Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated


 






    	 	 -188-	 



     


    

 


become a Corrected Mortgage Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely Monthly
Payments and which subsequently becomes a Corrected Mortgage Loan as a result of the Mortgagor making such three consecutive timely
Monthly Payments. In either case, the successor special servicer will not be entitled to any portion of such Workout Fees. The
Special Servicer shall also be entitled to additional servicing compensation in the form of a Liquidation Fee (other than with
respect to the Non-Serviced Mortgage Loans) payable out of the Liquidation Proceeds prior to the deposit of the Net Liquidation
Proceeds in the Collection Account or the Serviced Whole Loan Custodial Account, as applicable. However, no Liquidation Fee will
be payable in connection with, or out of, Liquidation Proceeds as set forth in the final two provisos of the definition of “Liquidation
Fee” herein. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled to receive a Liquidation
Fee or a Workout Fee, but not both, with respect to any specific collections or proceeds on any Mortgage Loan or Serviced Whole
Loan. For purposes of the foregoing provisions of this Section 3.12(c), a termination and removal of the Special Servicer
under Section 6.08 of this Agreement shall be deemed to constitute a termination without cause.


 


If at any time a Mortgage
Loan or Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall use its reasonable efforts to collect
the amount of any Special Servicing Fee, Liquidation Fee and/or Workout Fee from the related Mortgagor pursuant to the related
Loan Documents, including exercising all remedies available under such Loan Documents that would be in accordance with the Servicing
Standard, 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 related Mortgagor.


 


Notwithstanding anything
herein to the contrary, in the case of a Serviced Whole Loan, in no event shall Special Servicing Compensation with respect to
the related Mortgage Loan (including an REO Mortgage Loan) be payable out of payments and other collections with respect to the
related Companion Loan, and in no event shall Special Servicing Compensation with respect to the related Companion Loan (including
an REO Companion Loan) be payable out of payments and other collections with respect to the related Mortgage Loan or the Mortgage
Pool. This paragraph is in no way intended to limit the rights of the Special Servicer under the related Co-Lender Agreement to
seek payment of unpaid Special Servicing Compensation with respect to any Companion Loan from the related Companion Loan Holder.


 


The Special Servicer
shall not be entitled to any Liquidation Fee or Workout Fee with respect to any Non-Serviced Mortgage Loan or any Non-Serviced
Companion Loan.


 


If the Hyatt Place Texas
Portfolio Whole Loan becomes a Specially Serviced Loan prior to the Hyatt Place Texas Portfolio Companion Loan Securitization Date,
the Special Servicer shall service and administer the Hyatt Place Texas Portfolio Whole Loan and any related REO Property in the
same manner as any other Specially Serviced Loan or REO Property and shall be entitled to all rights and compensation earned with
respect to such Serviced Whole Loan as Special Servicer of such Serviced Whole Loan. With respect to the Hyatt Place Texas Portfolio
Mortgage Loan, prior to the Hyatt Place Texas Portfolio Companion Loan Securitization Date, no other special servicer will be entitled
to any such compensation or have


 






    	 	 -189-	 



     


    

 


such rights and obligations. If the Hyatt Place Texas Portfolio Whole Loan is still a Specially
Serviced Loan on the Hyatt Place Texas Portfolio Companion Loan Securitization Date, the related Other Special Servicer and the
Special Servicer shall be entitled to compensation with respect to the Hyatt Place Texas Portfolio Whole Loan as if the Special
Servicer were being terminated as Special Servicer and the Other Special Servicer were replacing as successor the Special Servicer.


 


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


 


(d)            The Master Servicer, the Special Servicer, the Certificate Administrator and Trustee shall each be entitled to reimbursement
from the Trust Fund for the costs and expenses incurred by them in the performance of their duties under this Agreement which are
“unanticipated expenses incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(iii).
Such expenses shall include, by way of example and not by way of limitation, environmental assessments, Appraisals in connection
with foreclosure, the fees and expenses of any administrative or judicial proceeding and expenses expressly identified as reimbursable
in Section 3.06(a)(vi) of this Agreement.


 


(e)            No provision of this Agreement or of the Certificates shall require the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee to expend or risk their own funds or otherwise incur any financial liability in the performance of
any of their duties hereunder or thereunder, or in the exercise of any of their rights or powers, if, in the good faith business
judgment of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, repayment
of such funds would not be ultimately recoverable from late payments, Net Insurance Proceeds, Net Condemnation Proceeds, Net Liquidation
Proceeds and other collections on or in respect of the Mortgage Loans or Serviced Whole Loans (to the extent recovery is permitted
from a Serviced Whole Loan hereunder) or from adequate indemnity from other assets comprising the Trust Fund against such risk
or liability.


 


If the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee receives a request or inquiry from a
Mortgagor, any Certificateholder or any other Person the response to which would, in the Master Servicer’s, the Special Servicer’s
or the Operating Advisor’s commercially reasonable judgment or the Certificate Administrator’s or the Trustee’s
good faith business judgment require the assistance of Independent legal counsel or other consultant to the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee the cost of which would not be an expense
of the Trust Fund hereunder, then the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
or the Trustee, as the case may be, shall not be required to take any action in response to such request or inquiry unless the
Mortgagor or such Certificateholder or such other Person, as applicable, makes arrangements for the payment of the Master Servicer’s,
the Special Servicer’s, the Operating Advisor’s, the Certificate


 






    	 	 -190-	 



     


    

 


Administrator’s or the Trustee’s expenses
associated with such counsel (including, without limitation, posting an advance payment for such expenses) satisfactory to the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee as the case may be,
in its sole discretion. Unless such arrangements have been made, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator or the Trustee as the case may be, shall have no liability to any Person for the failure to respond
to such request or inquiry.


 


(f)             With respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Master Servicer,
within 2 Business Days following the Determination Date, and the Master Servicer shall deliver or cause to be delivered, to the
extent it has received, to the Certificate Administrator, without charge and within 3 Business Days following the related Determination
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; provided that no such report shall be
due in any month during which no Disclosable Special Servicer Fees were received.


 


(g)            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 or rebates) from any Person (including, without limitation,
the Trust, any Mortgagor, any Manager, any guarantor or indemnitor in respect of a Mortgage Loan or Companion Loan and any purchaser
of any Mortgage Loan, Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of such Mortgage
Loan or Serviced Whole Loan, the management or disposition of related REO Property, or the performance of any other special servicing
duties under this Agreement, other than as expressly provided in this Section 3.12; provided that such prohibition
shall not apply to Permitted Special Servicer/Affiliate Fees or the fees received by any Person acting as master servicer or special
servicer as expressly provided for under the applicable Other Pooling and Servicing Agreement governing the securitization of a
Companion Loan.


 


Section 3.13     Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in
the Lower-Tier Distribution Account on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount
equal to the lesser of (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal
Prepayments received in respect of the Mortgage Loans or Serviced Companion Loans (other than the Specially Serviced Loans, the
Non-Serviced Mortgage Loans and Defaulted Mortgage Loans), other than Principal Prepayments received in connection with the receipt
of Insurance Proceeds or Condemnation Proceeds, during the most recently ended Prepayment Period, and (ii) the sum of
(A) the aggregate Servicing Fees with respect to each Mortgage Loan, Serviced Companion Loan, REO Mortgage Loan, and REO Serviced
Companion Loan for which Servicing Fees are being paid in such Prepayment Period, up to a maximum rate of 0.0025% per annum
for the related Distribution Date with respect to each Mortgage Loan (and related REO Mortgage Loan) and Serviced Companion Loan
(and related REO Serviced Companion Loan) for which such Servicing Fees are being paid in such Prepayment Period and (B) all
Prepayment Interest Excesses received during the related Prepayment Period (and net investment earnings thereon); provided
that the Master Servicer shall pay (without regard to clause (ii) above) the aggregate of all Prepayment Interest Shortfalls



 






    	 	 -191-	 



     


    




 


otherwise
described in clause (i) above incurred in connection with Principal Prepayments received in respect of the Mortgage Loans
and Serviced Companion Loans (other than the Specially Serviced Loans, the Non-Serviced Mortgage Loans and the Defaulted Mortgage
Loans) during the most recently ended Prepayment Period to the extent such Prepayment Interest Shortfalls were the result of the
Master Servicer’s failure to enforce the related Loan Documents. No Compensating Interest Payments shall be made by the
Master Servicer for the Non-Serviced Mortgage Loans. Any Compensating Interest Payments made with respect to a Serviced Companion
Loan will be paid to the related Companion Loan Holder.


 


Section 3.14     Application of Penalty Charges and Modification Fees.


 


(a)            On or prior to the second Business Day before each Master Servicer Remittance Date, the Master Servicer shall apply all
Penalty Charges and Modification Fees (to the extent permitted under the related Co-Lender Agreement and not applied pursuant to
Section 3.06(a)(ii) of this Agreement) received with respect to a Mortgage Loan or a Serviced Whole Loan (in each case,
subject to the related Co-Lender Agreement and, in the case of the Non-Serviced Mortgage Loans, only to the extent remitted to
the Master Servicer by an Other Master Servicer and, in any event) during the related Prepayment Period as follows:


 


(i)             
first, to the extent of all Penalty Charges and Modification Fees (in such order), to pay or reimburse the Master
Servicer, the Special Servicer and/or the Trustee, as applicable, for all outstanding Advances (including unreimbursed Advances
that have been determined to be Nonrecoverable Advances) and the related Advance Interest Amounts and other outstanding Additional
Trust Fund Expenses (exclusive of Special Servicing Fees, Workout Fees and Liquidation Fees) other than Borrower Delayed Reimbursements,
in each case, with respect to such Mortgage Loan or Serviced Whole Loan;


 


(ii)           
second, to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement
to the Trust of all Advances (and related Advance Interest Amounts) with respect to such Mortgage Loan or Serviced Whole Loan
previously determined to be Nonrecoverable Advances and previously reimbursed to the Master Servicer, the Special Servicer and/or
Trustee, as applicable, from amounts on deposit in the Collection Account (and such amounts will be retained or deposited in the
Collection Account as recoveries of such Nonrecoverable Advances and related Advance Interest Amounts) other than Borrower Delayed
Reimbursements;


 


(iii)           
third, to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement
to the Trust of all other Additional Trust Fund Expenses (exclusive of Special Servicing Fees, Workout Fees and Liquidation Fees)
with respect to such Mortgage Loan or Serviced Whole Loan previously paid from the Collection Account or Serviced Whole Loan Custodial
Account (and such amounts will be retained or deposited in the Collection Account or Serviced Whole Loan Custodial Account as
recoveries of such Additional Trust Fund Expenses) other than Borrower Delayed Reimbursements; and


 






    	 	 -192-	 



     


    

 


(iv)           
fourth, to the extent of any remaining Penalty Charges and any remaining Modification Fees, to the Master Servicer
or the Special Servicer, as applicable, as servicing compensation, pro rata, based on their entitlement set forth in Section 3.12
of this Agreement prior to the applications set forth in clauses (i) through (iii) above.


 


provided that, notwithstanding the
foregoing, in the case of a Serviced Whole Loan, Penalty Charges shall be allocated for the purposes and in the order set forth
in the related Co-Lender Agreement.


 


The Special Servicer
is not required to remit Penalty Charges and Modification Fees received by it from the borrower to the extent such Penalty Charges
and Modification Fees would be allocated to the Special Servicer pursuant to this Section 3.14.


 


(b)           
In connection with the operation of the provisions of this Section 3.14, not later than the 25th day of the
month in which each Distribution Date occurs (beginning with the 25th day of the month following the first Collection Period in
which an Additional Trust Fund Expense, Advance or Advance Interest Amount is incurred), the Master Servicer shall deliver to the
Special Servicer a report in the form reasonably agreed to by the Master Servicer and the Special Servicer setting forth information
regarding (1) the amount of Penalty Charges and Modification Fees collected by the Master Servicer and the Special Servicer,
as applicable, and (2) the related loan expenses and other amounts paid to the Trust from such Penalty Charges and Modification
Fees, in each case for the related Collection Period or other reporting period as agreed to by the Master Servicer and the Special
Servicer. The Master Servicer shall respond promptly to any inquiries of the Special Servicer with respect to the contents of any
such report and shall provide any supporting information with respect thereto that is reasonably requested by the Special Servicer.


 


Section 3.15     Access
to Certain Documentation. The Master Servicer and the Special Servicer shall provide to the Trustee, the Certificate Administrator,
the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event),
the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Companion Loan Holders
that are, in the case of any Certificateholder or Companion Loan Holder, federally insured financial institutions, the Federal
Reserve Board, the FDIC and the OCC 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 or Companion Loan Holder is subject, access
to the documentation regarding the Mortgage Loans required by applicable regulations of the Federal Reserve Board, FDIC, OCC 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 Master Servicer or Special Servicer (which access shall be limited, in the case of
the Companion Loan Holders or any regulatory authority seeking such access in respect of the Companion Loan Holders, to records
relating to the Companion Loans). Nothing in this Section 3.15 shall detract from the obligation of the Master Servicer
and the Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the Mortgagors, and
the failure of the Master Servicer and the Special Servicer to provide access as provided in this Section 3.15 as
a result of such obligation shall not constitute a breach of this Section 3.15.


  



    	 	 -193-	 



     


    




 


In connection with providing
or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Companion Loan Holder or any regulatory
authority that may exercise authority over a Certificateholder or Companion Loan Holder, the Master Servicer and the Special Servicer
may each require payment from such Certificateholder or Companion Loan Holder of a sum sufficient to cover the reasonable costs
and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space;
provided that no charge may be made if such information or access was required to be given or made available without charge
under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to the information
described in the preceding paragraph or the following paragraph, the Master Servicer and the Special Servicer shall require (prior
to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably
acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder
of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential.


 


Upon the reasonable request
of (1) any Certifying Certificateholder or Companion Loan Holder, the Master Servicer may provide (or forward electronically) (at
the expense of such Certificateholder or Companion Loan Holder) copies of any operating statements, rent rolls and financial statements
obtained by the Master Servicer or the Special Servicer (provided that in no event shall an Excluded Controlling Class Holder
be entitled to Excluded Information with respect to an Excluded Controlling Class Loan with respect to which it is a Borrower Party)
or (2) any Controlling Class Certificateholder identified to the Master Servicer (with respect to non-Specially Serviced Loans)
or the Special Servicer (with respect to the Specially Serviced Loans) in an Investor Certification, the Master Servicer or the
Special Servicer, as applicable, shall provide (or forward electronically) (at the expense of such Controlling Class Certificateholder)
any Excluded Information in the Master Servicer’s or the Special Servicer’s possession, as applicable (not accessible
through the Certificate Administrator’s Website) relating to any Excluded Controlling Class Loan with respect to which such
Controlling Class Certificateholder is not an Excluded Controlling Class Holder.


 


In addition, in connection
with providing access to information pursuant to this Section 3.15, each of the Master Servicer and the Special Servicer
may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting
liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding
securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality
agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to
items of information contained in the Servicing File for any Mortgage Loan or Companion Loan if the disclosure of such items would
constitute a waiver of the attorney-client privilege.


 


Each of the Master Servicer
and Special Servicer, as appropriate, shall, without charge, (i) make a knowledgeable Servicing Officer available via telephone
to verbally answer questions from the Operating Advisor (after the occurrence and during the continuance of a Control Termination
Event) , the Hyatt Place Texas Portfolio Companion Loan Holder (prior to the Hyatt Place Texas Portfolio Companion Loan Securitization
Date) and the Controlling Class


 






    	 	 -194-	 



     


    

 


Representative (prior to the occurrence and continuance of a Consultation Termination Event), on
a monthly basis, during regular business hours at such time and for such duration as the Master Servicer, the Special Servicer,
the Operating Advisor and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative shall
reasonably agree, regarding the performance and servicing of the Mortgage Loans and Serviced Whole Loans and/or related REO Properties
for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Operating Advisor and the
Controlling Class Representative agree to identify for the Master Servicer and the Special Servicer in advance (but at least
two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Whole Loan) and/or REO
Properties it intends to discuss. As a condition to such disclosure, the Controlling Class Representative shall execute a confidentiality
agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification.


 


The Master Servicer may
(but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available
through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced
Companion Loan, the Mortgaged Properties and/or the related Mortgagor that is not Privileged Information, for review by the Depositor,
the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor.


 


After the occurrence
and during the continuation of a Control Termination Event, the Special Servicer shall deliver to the Operating Advisor such reports
and other information produced or otherwise available to the Controlling Class Representative or Certificateholders generally,
as requested by the Operating Advisor in support of the performance of the Operating Advisor’s obligations under this Agreement
in electronic format.


 


The Operating Advisor
hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties
as Operating Advisor under this Agreement and shall not disclose such information to any other Person or entity unless (i) with
respect to Privileged Information, pursuant to a Privileged Information Exception, or (ii) to the extent necessary to support its
conclusions in its Operating Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties
under this Agreement.


 


Section 3.16     Title and Management of REO Properties.


 


(a)             In the event that title to any Mortgaged Property (other than a Mortgaged Property with respect to the Non-Serviced Mortgage
Loans) is acquired for the benefit of Certificateholders (or, with respect to a Serviced Whole Loan, for the benefit of the Certificateholders
and the related Companion Loan Holders(s)) (as a collective whole as if such Certificateholders and Companion Loan Holders(s) constituted
a single lender) (either by the Trust Fund or by a single member limited liability company established for that purpose) in
foreclosure, by deed in lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale
shall be taken in the name of a nominee of the Trustee (which shall not include the Master Servicer), or a separate trustee or
co-trustee, on behalf of the Trust Fund and the related Companion Loan Holders. The Special Servicer, on behalf of the Trust Fund,
shall sell any REO Property prior to the close of the third calendar year following the year in


 






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which the Lower-Tier REMIC acquires
ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Code
Section 860G(a)(8), unless (i) the IRS grants (or does not deny) an extension of time (an “REO Extension”)
to sell such REO Property or (ii) the Special Servicer obtains an Opinion of Counsel for the Special Servicer, the Certificate
Administrator and the Trustee, addressed to the Special Servicer, the Certificate Administrator and the Trustee, to the effect
that the holding by the Lower-Tier REMIC of such REO Property subsequent to the close of the third calendar year following the
year in which such acquisition occurred will not result in the imposition of taxes on “prohibited transactions” (as
defined in Code Section 860F) of either Trust REMIC, or cause either Trust REMIC to fail to qualify as a REMIC under the Code
for federal income tax purposes at any time that any Lower-Tier Regular Interests or Regular Certificates are outstanding. If the
Special Servicer is granted (or is not denied) the REO Extension contemplated by clause (i) of the immediately preceding sentence
or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer
shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the
case may be. Any expense incurred by the Special Servicer in connection with its receiving the REO Extension contemplated by clause (i)
of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding
sentence shall be an expense of the Trust Fund payable out of the Collection Account pursuant to Section 3.06(a) of
this Agreement. The Special Servicer, on behalf of the Trust Fund and any related Companion Loan Holder, in accordance with the
Servicing Standard, shall dispose of any REO Property held by the Trust Fund (i) prior to the last day of such period (taking
into account extensions) by which such REO Property is required to be disposed of pursuant to the provisions of the immediately
preceding sentence in a manner provided under Section 3.17 of this Agreement and (ii) on the same terms and conditions
as if it were the owner of such REO Property. The Special Servicer shall manage, conserve, protect and operate each REO Property
for the Certificateholders and, if applicable, the related Companion Loan Holder, solely for the purpose of its prompt disposition
and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the
meaning of Code Section 860G(a)(8) or result in the receipt by the Trust Fund of any “income from non-permitted
assets” within the meaning of Code Section 860F(a)(2)(B) or (i) endanger the status of either Trust REMIC
as a REMIC or (ii) result in the imposition of a tax upon either Trust REMIC or the Trust Fund.


 


(b)            The Special Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of
this Agreement, to do any and all things in connection with any REO Property (other than with respect to the Non-Serviced Mortgage
Loans) as are consistent with the Servicing Standard and the terms of this Agreement, all on such terms and for such period as
the Special Servicer deems to be in the best interests of Certificateholders and, if applicable, the related Companion Loan Holder(s)
(as a collective whole as if such Certificateholders and, if applicable, the related Companion Loan Holder(s) constituted a single
lender), and, in connection therewith, the Special Servicer shall only agree to the payment of management fees that are consistent
with general market standards or to terms that are more favorable. Consistent with the foregoing, the Special Servicer shall cause
or permit to be earned with respect to such REO Property any “net income from foreclosure property,” within the meaning
of Code Section 860G(c), which is subject to tax under the REMIC Provisions only if it has determined, and has so advised
the Certificate Administrator in writing, that the earning of such income on a net after-tax basis could reasonably be expected
to result in


 






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a greater recovery on behalf of Certificateholders and, if applicable, the related Companion Loan Holder(s) (as a
collective whole as if such Certificateholders and, if applicable, the related Companion Loan Holder(s) constituted a single lender) than
an alternative method of operation or rental of such REO Property that would not be subject to such a tax. The Special Servicer
shall segregate and hold all revenues received by it with respect to any REO Property separate and apart from its own funds and
general assets and shall establish and maintain with respect to any REO Property a segregated custodial account (each, an “REO
Account”), each of which shall be an Eligible Account and (subject to any changes in the identities of the Special Servicer
or the Trustee) shall be entitled “[Midland Loan Services, a Division of PNC Bank, National Association] [the successor Special
Servicer], as Special Servicer, on behalf of U.S. Bank National Association, as Trustee, for the benefit of the registered Holders
of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34 [IN THE CASE OF
AN REO PROPERTY RELATED TO A WHOLE LOAN: and the related Companion Loan Holder, as their interests may appear], REO Account.”
The Special Servicer shall be entitled to withdraw for its account any interest or investment income earned on funds deposited
in an REO Account to the extent provided in Section 3.07(b) of this Agreement. The Special Servicer shall deposit or
cause to be deposited in the REO Account within one (1) Business Day after receipt all revenues and proceeds received by it with
respect to any REO Property (other than Liquidation Proceeds, which shall be remitted to the Collection Account), and shall withdraw
therefrom funds necessary for the proper operation, management and maintenance of such REO Property and for other Property Protection
Expenses with respect to such REO Property, including:


 


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


 


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


 


(iii)          
all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property
including, if applicable, the payments of any ground rents in respect of such REO Property; and


 


(iv)          
any taxes imposed on either Trust REMIC in respect of net income from foreclosure property in accordance with Section 4.05
of this Agreement.


 


To the extent that such
REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iv) above and the Special Servicer has provided
written notice of such shortfall to the Master Servicer at least five (5) Business Days (or, in an emergency situation or on an
urgent basis, two (2) Business Days, provided that the written notice sets forth the nature of the emergency or the basis
of the urgency) prior to the date that such amounts are due, the Master Servicer shall advance the amount of such shortfall unless
the Master Servicer determines, in accordance with the Servicing Standard, that such Advance would be a Nonrecoverable Advance
(in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account).
If the Master Servicer does not make any such Advance in violation of the immediately preceding sentence, the Trustee shall make
such Advance unless the Trustee determines that such Advance would be a Nonrecoverable Advance. The Trustee shall be entitled to
rely, conclusively, on any


 






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determination by the Master Servicer that an Advance, if made, would be a Nonrecoverable Advance. The
Trustee, in determining whether or not a proposed Advance would be a Nonrecoverable Advance, shall use its good faith business
judgment. The Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such Advances (with interest
at the Advance Rate) made pursuant to the preceding sentence, to the extent set forth in Section 3.06 and/or, if applicable,
Section 3.06A of this Agreement. The Special Servicer shall withdraw from each REO Account and remit to the Master Servicer
for deposit into the Collection Account, or, for a Serviced Whole Loan, the related Serviced Whole Loan Custodial Account, on a
monthly basis prior to the related Master Servicer Remittance Date the Net REO Proceeds received or collected from each REO Property
during the related Prepayment Period, except that in determining the amount of such Net REO Proceeds, the Special Servicer may
retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses.
Notwithstanding the foregoing, the Special Servicer shall not:


 


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


 


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


 


(iii)          
authorize or permit any construction on any REO Property, other than the repair or maintenance thereof or the completion
of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other
improvement was completed before default on the related Mortgage Loan or Serviced Whole Loan became imminent, all within the meaning
of Code Section 856(e)(4)(B); or


 


(iv)          
Directly Operate or allow any Person to Directly Operate any REO Property on any date more than 90 days after its
date of acquisition by the Trust Fund, unless such Person is an Independent Contractor;


 


unless, in any such case, the Special Servicer
has requested and received an Opinion of Counsel addressed to the Special Servicer, the related Companion Loan Holder, the Certificate
Administrator and the Trustee (which opinion shall be an expense of the Trust Fund and, if the related Companion Loan is part of
a REMIC, the related Companion Loan Holder) to the effect that such action will not cause such REO Property to fail to qualify
as “foreclosure property” within the meaning of Code Section 860G(a)(8) (determined without regard to the
exception applicable for purposes of Code Section 860D(a)) at any time that it is held by the Trust Fund, in which case
the Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


The Special Servicer
shall be required to contract with an Independent Contractor, the fees and expenses of which shall be an expense of the Trust Fund
and payable out of REO Proceeds, for the operation and management of any REO Property, within 90 days of the Trust Fund’s
acquisition thereof (unless the Special Servicer shall have provided the Trustee and the Certificate Administrator with an Opinion
of Counsel that the operation and management of any


 






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REO Property other than through an Independent Contractor shall not cause such
REO Property to fail to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8)) (which
opinion shall be an expense of the Trust Fund), provided that:


 


(i)             
the terms and conditions of any such contract shall be reasonable and customary for the area and type of property and shall
not be inconsistent herewith;


 


(ii)           
any such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and
expenses incurred in connection with the operation and management of such REO Property, including those listed above, and remit
all related revenues (net of such costs and expenses) to the Special Servicer as soon as practicable, but in no event later than
thirty days following the receipt thereof by such Independent Contractor;


 


(iii)           none
of the provisions of this Section 3.16(b) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations to the Trust Fund or the Trustee
on behalf of the Certificateholders and, if applicable, the related Companion Loan Holder(s) with respect to the operation and
management of any such REO Property; and


 


(iv)           the
Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations
in connection with the operation and management of such REO Property.


 


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


 


(c)             When and as necessary, the Special Servicer shall send to the Trustee and the Certificate Administrator and each related
Companion Loan Holder a statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined
for federal income tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering
of a non-customary service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect
of, any REO Property in accordance with Section 3.16(a) and Section 3.16(b) of this Agreement.


 


(d)            Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to the
Non-Serviced Mortgage Loans.


 


Section 3.17     Sale of Defaulted Mortgage Loans and REO Properties; Sale of Non-Serviced Mortgage Loans.


 


(a)             The parties hereto may sell or purchase, or permit the sale or purchase of, a Mortgage Loan (excluding the Non-Serviced
Mortgage Loans) only (i) on the terms and subject to the conditions set forth in this Section 3.17, (ii) as
otherwise expressly provided in or contemplated by Sections 2.03 and 9.01 of this Agreement, or (iii) (A)
in the case of a Mortgage Loan related to a Serviced Whole Loan in accordance with and subject to the provisions of the


 






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related
Co-Lender Agreement and Section 3.28 of this Agreement and (B) in the case of a Mortgage Loan with a related mezzanine loan,
in accordance with and subject to the provisions of the related intercreditor agreement.


 


(b)            Promptly upon a Mortgage Loan (excluding the Non-Serviced Mortgage Loans) or Serviced Whole Loan becoming a Defaulted Mortgage
Loan and if the Special Servicer determines in accordance with the Servicing Standard that it would be in the best interests of
the Certificateholders and, in the case of a Defaulted Serviced Whole Loan, the related Companion Loan Holder(s) (as a collective
whole as if such Certificateholders and, in the case of a Defaulted Serviced Whole Loan, the related Companion Loan Holder constituted
a single lender) to attempt to sell such Defaulted Mortgage Loan, the Special Servicer shall use reasonable efforts to solicit
offers for such Defaulted Mortgage Loan on behalf of the Certificateholders and the related Companion Loan Holder(s) in such manner
as will be reasonably likely to realize a fair price. Subject to the other subsections of this Section 3.17, the Special
Servicer shall accept the first (and, if multiple offers are contemporaneously received, the highest) cash offer received from
any Person that constitutes a fair price for such Defaulted Mortgage Loan. The Special Servicer shall notify the Controlling Class
Representative (prior to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after the
occurrence and during the continuance of a Control Termination Event) and any affected Companion Loan Holder(s) of any inquiries
or offers received regarding the sale of any Defaulted Mortgage Loan. Any Companion Loan that is part of a Defaulted Serviced Whole
Loan is to be sold together with the related Mortgage Loan, subject to this Section 3.17 and any additional requirements
set forth in the related Co-Lender Agreement.


 


(c)            The Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, the related Companion Loan
Holder, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and
the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) not less than five (5) Business
Days’ (but subject to paragraph (p) below with respect to a Serviced Whole Loan) prior written notice of its intention to
sell any Defaulted Mortgage Loan. No Interested Person shall be obligated to submit an offer to purchase any Defaulted Mortgage
Loan, and notwithstanding anything to the contrary contained herein, neither the Trustee, in its individual capacity, nor any of
its Affiliates may submit an offer for or purchase any Defaulted Mortgage Loan pursuant hereto.


 


(d)            Whether any cash offer constitutes a fair price for any Defaulted Mortgage Loan for purposes of Section 3.16(b)
of this Agreement shall be determined by the Special Servicer, if the highest offeror is a Person other than an Interested Person,
and by the Trustee, if the highest offeror is an Interested Person (provided that the Trustee may not be an offeror) unless
(i) the offer is equal to or greater than the applicable Purchase Price, (ii) the offer is the highest offer received and (iii)
at least two other offers are received from independent third parties; provided, however, that no offer from an Interested
Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two other offers are
received from independent third parties. In all cases under this Agreement (except to the extent the Trustee is not required to
determine whether any cash offer constitutes a fair price for any Defaulted Mortgage Loan pursuant to the immediately preceding
sentence), in determining whether any offer received from an Interested Person represents a fair price for any Defaulted Mortgage


 






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Loan, the Trustee shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance
with this Agreement within the preceding 9-month period or, in the absence of any such Appraisal, on a new Appraisal. The appraiser
conducting any such new Appraisal shall be an Appraiser selected by (i) the Special Servicer if no Interested Person is making
an offer with respect to a Defaulted Mortgage Loan and (ii) the Trustee if an Interested Person is so making an offer. The
cost of any such Appraisal shall be covered by, and shall be reimbursable as, a Property Advance. In determining whether any such
offer from a Person other than an Interested Person constitutes a fair price for any such Defaulted Mortgage Loan, the Special
Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal or narrative Appraisal that it
may have obtained pursuant to this Agreement within the prior 9 months), and in determining whether any offer from an Interested
Person constitutes a fair price for any such Defaulted Mortgage Loan, any Appraiser shall be instructed to take into account, as
applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan or Whole Loan, the occupancy
level and physical condition of the related Mortgaged Property and the state of the local economy. The Purchase Price for any Defaulted
Mortgage Loan and any equivalent amount for any related Companion Loan) shall in all cases be deemed a fair price; provided,
however, that with respect to Interested Parties, the requirements of the first sentence of this Section 3.17(d)
must be satisfied. Notwithstanding anything contained in this Section 3.17(d) to the contrary, if the Trustee is required
to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense
of the Interested Person) designate an independent third party expert in real estate or commercial mortgage loan matters with at
least 5 years’ experience in valuing or investing in loans similar to the subject Mortgage Loan or Serviced Whole Loan, as
applicable, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price
for such Mortgage Loan or Serviced Whole Loan, as applicable. If the Trustee designates such a third party to make such determination,
the Trustee will be entitled to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph will be covered by,
and will be reimbursable by the Interested Person; provided that the Trustee will not engage a third party expert whose
fees exceed a commercially reasonable amount as determined by the Trustee.


 


(e)             Subject to Section 3.17(a) through Section 3.17(d), Section 3.17(f), Section 3.17(g)
and Section 3.17(m), the Special Servicer shall act on behalf of the Trust Fund and any affected Companion Loan Holder
in negotiating and taking any other action necessary or appropriate in connection with the sale of any Defaulted Mortgage Loan,
and the collection of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective
offerors, and may retain, fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information
pertaining to such sales or exchanging offers without obligation to deposit such amounts into the Collection Account or, if applicable,
the Serviced Whole Loan Custodial Account. Any sale of any Defaulted Mortgage Loan shall be final and without recourse to the Trustee,
the Certificate Administrator or the Trust Fund (except such recourse to the Trust Fund imposed by those representations and warranties
typically given in such transactions, any appropriations applied thereto and any customary closing matters), and if such sale is
consummated in accordance with the terms of this Agreement, none of the Special Servicer, the Master Servicer, the Depositor, the
Certificate Administrator, the Operating


 






    	 	 -201-	 



     


    




 


Advisor or the Trustee shall have any liability to any Certificateholder with respect
to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(f)             Subject to the rights of a holder of a mezzanine loan, under the respective intercreditor agreement, to purchase a Mortgage
Loan or Serviced Whole Loan, unless and until a Defaulted Mortgage Loan is sold pursuant to this Section, the Special Servicer
shall continue to service and administer the Mortgage Loan in accordance with the Servicing Standard and this Agreement and shall
pursue such other resolutions or recovery strategies including workout, foreclosure or sale of a Mortgage Loan, as is consistent
with this Agreement and the Servicing Standard.


 


(g)            Any sale of a Mortgage Loan or Serviced Whole Loan pursuant to this Section 3.17 shall be for cash only. The
purchase price for any Mortgage Loan or Serviced Whole Loan purchased under this Section 3.17 or any Non-Serviced Mortgage
Loan sold in accordance with the related Co-Lender Agreement or Other Pooling and Servicing Agreement shall be deposited into the
Collection Account or the related Serviced Whole Loan Custodial Account, as applicable, and the Certificate Administrator, upon
receipt of an Officer’s Certificate from the Master Servicer to the effect that such deposit has been made, shall release
or cause to be released to the purchaser of the Mortgage Loan or Serviced Whole Loan the related Mortgage File, and shall execute
and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in such purchaser
ownership of such Mortgage Loan or Serviced Whole Loan. In connection with any such purchase, the Special Servicer and the Master
Servicer shall deliver the related Servicing File (to the extent either has possession of such file) to such purchaser.


 


(h)            The parties hereto may sell or purchase, or permit the sale or purchase of, an REO Property only on the terms and subject
to the conditions set forth in this Section 3.17.


 


(i)             The
Special Servicer shall use reasonable efforts to solicit offers for each REO Property on behalf of the Certificateholders and
the related Companion Loan Holder in such manner as will be reasonably likely to realize a fair price within the time period specified
by Section 3.16 of this Agreement. Subject to Section 3.17(m) of this Agreement, the Special Servicer
shall accept the first (and, if multiple offers are contemporaneously received, highest) cash offer received from any Person
that constitutes a fair price for such REO Property. If the Special Servicer determines, in its good faith and reasonable judgment,
that it will be unable to realize a fair price for any REO Property within the time constraints imposed by Section 3.16
of this Agreement, then the Special Servicer shall dispose of such REO Property upon such terms and conditions as the Special
Servicer shall deem necessary and desirable to maximize the recovery thereon under the circumstances and, in connection therewith,
shall accept the highest outstanding cash offer, regardless from whom received. The Liquidation Proceeds (net of related Liquidation
Expenses) for any REO Property purchased hereunder shall be deposited in the Collection Account or, if applicable, the related
Serviced Whole Loan Custodial Account. The Special Servicer shall notify the Controlling Class Representative (prior to the occurrence
and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and during the continuance
of a Control Termination Event) of any inquiries or offers received regarding the sale of any REO Property.


 






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(j)            
The Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, the related Companion Loan
Holder, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and
the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) not less than three (3)
Business Days’ prior written notice of its intention to sell any REO Property. No Interested Person shall be obligated to
submit an offer to purchase any REO Property, and notwithstanding anything to the contrary contained herein, neither the Trustee,
in its individual capacity, nor any of its Affiliates may submit an offer for or purchase any REO Property pursuant hereto.


 


(k)           
Whether any cash offer constitutes a fair price for any REO Property for purposes of Section 3.17(i) of this
Agreement shall be determined by the Special Servicer, if the highest offeror is a Person other than an Interested Person,
and by the Trustee, if the highest offeror is an Interested Person (provided that the Trustee may not be an offeror); provided,
however, that no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received
and (ii) at least two other offers are received from independent third parties. In determining whether any offer received
from an Interested Person represents a fair price for any such REO Property, the Trustee shall be supplied with and shall rely
on the most recent Appraisal or updated Appraisal conducted in accordance with this Agreement within the preceding 9-month period
or, in the absence of any such Appraisal, on a new Appraisal. The appraiser conducting any such new Appraisal shall be an Appraiser
selected by the Special Servicer if no Interested Person is making an offer with respect to an REO Property and selected by the
Trustee if an Interested Person is so making an offer. The cost of any such Appraisal shall be covered by, and shall be reimbursable
as, a Property Advance. In determining whether any such offer from a Person other than an Interested Person constitutes a fair
price for any such REO Property, the Special Servicer shall take into account (in addition to the results of any Appraisal, updated
Appraisal or narrative Appraisal that it may have obtained pursuant to this Agreement within the prior 9 months), and in determining
whether any offer from an Interested Person constitutes a fair price for any such REO Property, any Appraiser shall be instructed
to take into account, as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan
or Serviced Whole Loan, the occupancy level and physical condition of the REO Property, the state of the local economy and the
obligation to dispose of any REO Property within the time period specified in Section 3.16 of this Agreement. The Purchase
Price for any REO Property shall in all cases be deemed a fair price; provided, however, that with respect to Interested
Parties, the requirements of the first sentence of this Section 3.17(k) must be satisfied. Notwithstanding anything
contained in this Section 3.17(k) to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Interested Person) designate
an independent third party expert in real estate or commercial mortgage loan matters with at least 5 years’ experience in
valuing or investing in properties similar to the subject REO Property that has been selected with reasonable care by the Trustee
to determine if such cash offer constitutes a fair price for such REO Property. If the Trustee designates such a third party to
make such determination, the Trustee will be entitled to rely conclusively upon such third party’s determination. The reasonable
costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph
will be covered by, and will be reimbursable by the Interested Person; provided that the Trustee will not engage a


 






    	 	 -203-	 



     


    

 


third
party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.


 


(l)             Subject to Section 3.17(a) through Section 3.17(k) and Section 3.17(m) of this Agreement,
the Special Servicer shall act on behalf of the Trust Fund and any affected Companion Loan Holder in negotiating and taking any
other action necessary or appropriate in connection with the sale of any Defaulted Mortgage Loan or REO Property, and the collection
of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective offerors,
and may retain, fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information
pertaining to such sales or exchanging offers without obligation to deposit such amounts into the Collection Account or, if applicable,
the related Serviced Whole Loan Custodial Account. Any sale of any Defaulted Mortgage Loan or REO Property shall be final and without
recourse to the Trustee, the Certificate Administrator or the Trust Fund or any related Companion Loan Holder (except such recourse
to the Trust Fund and the related Companion Loan Holder imposed by those representations and warranties typically given in such
transactions, any appropriations applied thereto and any customary closing matters), and if such sale is consummated in accordance
with the terms of this Agreement, none of the Special Servicer, the Master Servicer, the Depositor, the Certificate Administrator,
the Operating Advisor or the Trustee shall have any liability to any Certificateholder with respect to the purchase price therefor
accepted by the Special Servicer or the Trustee.


 


(m)           Notwithstanding any of the foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated
to accept the highest cash offer for a Defaulted Mortgage Loan or REO Property if the Special Servicer determines (in consultation
with the Controlling Class Representative (unless a Consultation Termination Event exists) and, in the case of a Serviced Whole
Loan or an REO Property related to a Serviced Whole Loan, the related Companion Loan Holder(s)), in accordance with the Servicing
Standard, that rejection of such offer would be in the best interests of the Certificateholders and, in the case of a Serviced
Whole Loan or an REO Property that corresponds to a Serviced Whole Loan, the related Companion Loan Holder(s) (as a collective
whole as if such Certificateholders and, if applicable, the Companion Loan Holder(s) constituted a single lender and the Special
Servicer may accept a lower cash offer (from any Person other than itself or an Affiliate) if it determines, in its reasonable
and good faith judgment, that acceptance of such offer would be in the best interests of the Certificateholders and, in the case
of a Serviced Whole Loan or an REO Property that corresponds to a Serviced Whole Loan, the related Companion Loan Holder(s) (as
a collective whole as if such Certificateholders and, if applicable, the related Companion Loan Holder(s) constituted a single
lender (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).


 


(n)            In no event shall the Trust Fund or the Trustee, the Master Servicer or the Special Servicer on the Trustee’s behalf
purchase, or pay or advance costs to purchase, the Non-Serviced Mortgage Loans or the related Companion Loans or any Mortgage Loan.


 


(o)            Notwithstanding anything herein to the contrary, any party identified in the related Co-Lender Agreement or Other Pooling
and Servicing Agreement (which, if the


 






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identified party is the holder of a Non-Serviced Mortgage Loan, shall mean the Controlling
Class Representative for so long as no Control Termination Event has occurred and is continuing), in its individual capacity and
not on behalf of the Trust, shall be entitled to purchase the Non-Serviced Mortgage Loan in accordance with the terms and conditions
set forth in such Co-Lender Agreement and Other Pooling and Servicing Agreement. In no event shall the Trust Fund or the Trustee,
the Master Servicer or the Special Servicer on its behalf purchase, or pay or advance costs to purchase, the Non-Serviced Mortgage
Loan or the related Companion Loan or any Mortgage Loan.


 


(p)            Notwithstanding anything to the contrary herein, any purchase or sale of a Specially Serviced Loan pursuant to this Section 3.17
will remain subject to the cure, purchase and other rights of, in each case if applicable, any holder of a related mezzanine loan
as set forth in the related intercreditor agreement. The Special Servicer shall determine the price to be paid in accordance with
the terms of the related Co-Lender Agreement or the related mezzanine loan intercreditor agreement in connection with any such
purchase rights in favor of an appropriate mezzanine loan holder and shall provide such notices to the holder of a related mezzanine
loan as are required by the related Co-Lender Agreement or the related mezzanine loan intercreditor agreement in connection with
each such holders’ purchase rights.


 


(q)            Notwithstanding anything to the contrary herein, the Special Servicer shall not sell a Defaulted Serviced Whole Loan without
the written consent of the related Companion Loan Holder (provided that such consent is not required if the Companion Loan Holder
is the related Mortgagor or an Affiliate of the related Mortgagor) unless the Special Servicer has delivered to such Companion
Loan Holder: (a) at least 15 Business Days prior written notice of any decision to attempt to sell such Defaulted Serviced Whole
Loan; (b) at least 10 days prior to the proposed 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 such Defaulted Serviced Whole Loan, and any documents in the Servicing
File reasonably requested by such Companion Loan Holder that are material to the price of the Defaulted Whole Loan; and (d) until
the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Controlling
Class Representative) prior to the proposed sale date, all information and other documents being provided to other offerors and
all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed
sale; provided, that such Companion Loan Holder may waive any of the delivery or timing requirements set forth in this sentence.
A related Serviced Companion Loan Holder and its Companion Loan Holder Representative will each be permitted to make offers to
purchase, and either such party is permitted to be the purchaser at any sale of, a Defaulted Serviced Whole Loan.


 


(r)             With respect to any Non-Serviced Mortgage Loan that becomes a “Defaulted Mortgage Loan” (as such term is defined
pursuant to the terms of the applicable Other Pooling and Servicing Agreement), and with respect to any related REO Property, the
liquidation of such Non-Serviced Mortgage Loan or such REO Property shall be administered by an Other Special Servicer in accordance
with the applicable Other Pooling and Servicing Agreement and the related Co-Lender Agreement. Any such sale of a Non-Serviced
Mortgage Loan or any related REO Property pursuant to the applicable Other Pooling and Servicing


 






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Agreement and/or the related Co-Lender
Agreement shall be final and without recourse to the Trustee or the Trust, and none of the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Trustee shall have any liability to any Certificateholder with respect
to the purchase price for such Non-Serviced Mortgage Loan or such REO Property accepted on behalf of the Trust.


 


Section 3.18     Additional
Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Companion
Loan Holder.


 


(a)            The Master Servicer (or, with respect to Specially Serviced Loans and REO Properties, the Special Servicer) shall inspect
or cause to be inspected each Mortgaged Property that secures a Mortgage Loan (but not the Non-Serviced Mortgage Loans) or Serviced
Whole Loan at such times and in such manner as are consistent with the Servicing Standard, but in any event at least once every
calendar year (commencing in 2016) with respect to such Mortgaged Property relating to Mortgage Loans with an outstanding principal
balance of $2,000,000 or more and at least once every other calendar year (commencing in 2016) with respect to such Mortgaged Property
relating to Mortgage Loans with an outstanding principal balance of less than $2,000,000; provided that the Master Servicer
is not required to inspect any Mortgaged Property that has been inspected by the Special Servicer during the preceding 12 months.
If any Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan, the related Mortgaged Property shall be inspected
by the Special Servicer as soon as practicable and thereafter at least every calendar year for so long as such condition exists.
The cost of any annual inspection, or bi-annual inspection, as the case may be, shall be borne by the Master Servicer unless the
related Mortgage Loan or Serviced Whole Loan is a Specially Serviced Loan. The Master Servicer shall reimburse the Special Servicer
for the cost of any inspection of a Specially Serviced Loan as a Property Advance (or as an expense of the Trust Fund and paid
by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance) and any out-of-pocket
costs incurred with respect to such inspection shall be borne by the Trust Fund.


 


(b)            The Master Servicer shall, as to each Mortgage Loan (excluding the Non-Serviced Mortgage Loans) which is secured by the
interest of the related Mortgagor under a Ground Lease, even if the corresponding fee interest is encumbered, promptly (and in
any event within 60 days following the later of the Closing Date or its receipt of a copy of the Ground Lease) notify the
related ground lessor of the transfer of such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground
lessor that any notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer. The Master
Servicer shall forward to the Special Servicer any written notice of default under a ground lease.


 


(c)            The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to each Companion
Loan Holder a written report, prepared in the manner set forth in Section 4.02, of each inspection performed by it
with respect to the related Mortgaged Property and Companion Loan related thereto.”


 


(d)            The Master Servicer is hereby authorized to exercise any rights granted under the applicable Other Pooling and Servicing
Agreement in favor of the Trust (or a party on


 






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its behalf) as the holder of each Non-Serviced Mortgage Loan to obtain information
from an Other Master Servicer (or other similar parties with an obligation to make advances) in connection with making nonrecoverability
determinations. The Master Servicer shall promptly deliver to any Other Master Servicer, upon request, such information in the
Master Servicer’s possession as an Other Master Servicer reasonably requests in order to determine whether an advance similar
to a P&I Advance would be “nonrecoverable.”


 


(e)             If required under the Co-Lender Agreement, the Master Servicer shall promptly deliver to each Companion Loan Holder or provide
electronically: (i) copies of operating statements and rent rolls; (ii) annual CREFC® NOI Adjustment Worksheets (with annual
operating statements as exhibits); and (iii) annual CREFC® Operating Statement Analysis Reports, in each case prepared, received
or obtained by it pursuant to this Agreement with respect to the Mortgaged Properties securing the related Companion Loan.


 


Section 3.19     Lock-Box
Accounts, Escrow Accounts.


 


The Master Servicer shall
administer each Lock-Box Account and Escrow Account in accordance with the related Mortgage or Loan Agreement or Lock-Box Agreement,
if any, and administer any letters of credit pursuant to the related letter of credit agreement and the Loan Documents.


 


Notwithstanding the foregoing,
to the extent that any cash amounts are held in an Escrow Account or other cash collateral account and the mortgagee under the
related Loan Documents is permitted, but not required, to apply such amounts to prepay the related Mortgage Loan (or Serviced Whole
Loan), neither the Master Servicer nor the Special Servicer shall apply such amounts to prepay the Mortgage Loan (or Serviced Whole
Loan) until after the occurrence of an event of default under the Mortgage Loan that may result in the Mortgage Loan (or Serviced
Whole Loan) being accelerated or becoming a Specially Serviced Loan.


 


Section 3.20     Property
Advances.


 


(a)            Except with respect to each Non-Serviced Mortgage Loan, the Master Servicer (or, to the extent provided in Section 3.20(b)
of this Agreement, the Trustee) shall make any Property Advances as and to the extent incidental to the performance of its
duties under this Agreement or otherwise required pursuant to the terms hereof. The Special Servicer shall give the Master Servicer,
the Trustee and any affected Companion Loan Holder not less than five (or, in the case of emergency advances pursuant to Section 3.20(f)
of this Agreement, two) Business Days’ written notice before the date on which the Master Servicer is requested to make
any Property Advance with respect to a given Specially Serviced Loan or REO Property. In addition, the Special Servicer shall provide
the Master Servicer, the Trustee and any affected Companion Loan Holder with such information in its possession as the Master Servicer,
the Trustee or such Companion Loan Holder, as applicable, may reasonably request to enable the Master Servicer or the Trustee,
as applicable, to determine whether a requested Property Advance would constitute a Nonrecoverable Advance. Any such notice by
the Special Servicer (or, if appropriate, any party under the applicable Other Pooling and Servicing Agreement in the case of each
Non-Serviced Mortgage Loan) to the Master Servicer of a required Property Advance shall be deemed to be a determination by the
Special Servicer (or such party under the applicable Other Pooling


 






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and Servicing Agreement) that such requested Property Advance
is not a Nonrecoverable Advance, and the Master Servicer shall be entitled to conclusively rely on such determination. Although
the Special Servicer (or, if appropriate, any party under the applicable Other Pooling and Servicing Agreement in the case of each
Non-Serviced Mortgage Loan) may determine whether a Property Advance is a Nonrecoverable Advance, the Special Servicer (or other
party) will have no right to make an affirmative determination that any Advance to be made (or contemplated to be made) by the
Master Servicer or the Trustee is, or would be, recoverable. In the absence of a determination by the Special Servicer (or, if
appropriate, a party under the applicable Other Pooling and Servicing Agreement in the case of each Non-Serviced Mortgage Loan)
that a Property Advance is a Nonrecoverable Advance, all determinations of recoverability with respect to Property Advances to
be made (or contemplated to be made) by the Master Servicer or the Trustee will remain with the Master Servicer or the Trustee,
as applicable. On the fourth Business Day before each Distribution Date, the Special Servicer shall report to the Master Servicer
the Special Servicer’s determination as to whether any Property Advance previously made with respect to a Specially Serviced
Loan is a Nonrecoverable Advance promptly after making such determination. The Master Servicer and the Trustee shall be entitled
to conclusively rely on and shall be bound by such a determination by the Special Servicer (or, if appropriate, a party under the
applicable Other Pooling and Servicing Agreement in the case of each Non-Serviced Mortgage Loan) that a Property Advance previously
made or contemplated to be made with respect to a Specially Serviced Loan is or would be a Nonrecoverable Advance (but this statement
shall not be construed to entitle the Special Servicer to reverse any determination that may have been made by the Master Servicer
or the Trustee or to prohibit the Master Servicer or the Trustee from making a determination, that any Property Advance constitutes
or would constitute a Nonrecoverable Advance). The Master Servicer and the Special Servicer shall consider Unliquidated Advances
in respect of prior Property Advances for the purposes of non-recoverability determinations as if such amounts were unreimbursed
Property Advances.


 


For purposes of distributions
to Certificateholders and Companion Loan Holders and compensation to the Master Servicer or the Trustee, Property Advances shall
not be considered to increase the principal balance of any Mortgage Loan or Serviced Whole Loan, notwithstanding that the terms
of such Mortgage Loan or Serviced Whole Loan so provide.


 


(b)            The Master Servicer shall notify the Trustee, the Special Servicer and any related Companion Loan Holder in writing promptly
upon, and in any event within one (1) Business Day after, becoming aware that it will be unable to make any Property Advance required
to be made pursuant to the terms hereof, and in connection therewith, shall set forth in such notice the amount of such Property
Advance, the Person to whom it will be paid, and the circumstances and purpose of such Property Advance, and shall set forth therein
information and instructions for the payment of such Property Advance, and, on the date specified in such notice for the payment
of such Property Advance, or, if the date for payment has passed or if no such date is specified, then within five (5) Business
Days following such notice, the Trustee, subject to the provisions of Section 3.20(c) of this Agreement, shall pay
the amount of such Property Advance in accordance with such information and instructions. Any notice to the Trustee pursuant to
this Section shall be deemed to be given to a Responsible Officer of the Trustee if made in accordance with Section 11.04
of this Agreement.


 






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(c)            Neither the Master Servicer nor the Trustee shall be obligated to make a Property Advance as to any Mortgage Loan or Serviced
Whole Loan or REO Property if the Master Servicer, the Special Servicer or the Trustee determines that such Advance will be a Nonrecoverable
Advance. The determination by the Master Servicer or the Trustee that it has made (or, the determination by the Special Servicer
that the Master Servicer or the Trustee has made) a Nonrecoverable Advance or the determination by the Master Servicer, the Special
Servicer or the Trustee that any proposed Property Advance, if made, would constitute a Nonrecoverable Advance, shall be made by
such Person (i) in the case of the Master Servicer or the Special Servicer, in accordance with the Servicing Standard and
(ii) in the case of the Trustee, in accordance with its good faith business judgment, and, shall be evidenced by an Officer’s
Certificate as set forth in Section 3.20(d). In making such recoverability determination, such Person will be entitled
to consider (among other things) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Serviced
Whole Loan as it may have been modified, to consider (among other things) the related Mortgaged Properties in their “as-is”
or then current conditions and occupancies, as modified by such party’s assumptions regarding the possibility and effects
of future adverse change with respect to such Mortgaged Properties, to estimate and consider (among other things) future expenses
and to estimate and consider (among other things) the timing of recoveries. In addition, any such Person may update or change
its recoverability determinations at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable
Advance) and may obtain at the expense of the Trust Fund any analysis, Appraisals or market value estimates or other information
as reasonably may be required for such purposes.


 


The determination by
the Master Servicer or the Special Servicer that a Property Advance has become a Nonrecoverable Property Advance or that any proposed
Property Advance, if made pursuant to this Section 3.20 with respect to any Mortgage Loan (or with respect to any successor
REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable Property Advance, shall be conclusive
and binding on the Master Servicer (in the case of such a determination by the Special Servicer) and the Trustee; provided
that this sentence shall not be construed to entitle the Special Servicer to reverse any other authorized Person’s determination,
or to prohibit any such other authorized Person from making a determination, that a Property Advance constitutes or would constitute
a Nonrecoverable Advance.


 


(d)            The determination by the Master Servicer, the Special Servicer or the Trustee that a Property Advance has become a Nonrecoverable
Property Advance or that any proposed Property Advance, if made pursuant to this Section 3.20 with respect to any Mortgage
Loan (or with respect to any successor REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable
Property Advance, shall be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance
Date to the Companion Loan Holders (and the related Other Master Servicer and Other Special Servicer, if applicable), in the case
of any Serviced Whole Loan, the Trustee (unless it is the Person making the determination), the Controlling Class Representative
(prior to the occurrence and continuance of a Consultation Termination Event), the Master Servicer (unless it is the Person making
the determination), the Special Servicer (unless it is the Person making the determination) and, if the Trustee is making the determination,
the Depositor, setting forth the basis for such determination, together with any other information that supports such determination
together with a copy of any


 






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Appraisal of the related Mortgaged Property or REO Property, as the case may be (which Appraisal shall
be an expense of the Trust Fund, shall take into account any material change in circumstances of which such Person is aware or
such Person has received new information, either of which has a material effect on the value and shall have been conducted in accordance
with the standards of the Appraisal Institute within the twelve months preceding such determination of nonrecoverability), and
further accompanied by related Mortgagor operating statements and financial statements, budgets and rent rolls of the related Mortgaged
Property (to the extent available and/or in such Person’s possession) and any engineers’ reports, environmental surveys
or similar reports that such Person may have obtained and that support such determination. The Trustee shall be entitled to rely,
conclusively, on any determination by the Master Servicer or the Special Servicer that a Property Advance is or, if made, would
be a Nonrecoverable Advance, and the Master Servicer shall be entitled to rely, conclusively, on any determination by the Special
Servicer or the Trustee that a Property Advance is or, if made, would be a Nonrecoverable Advance. The Trustee, in determining
whether or not a Property Advance previously made is, or a proposed Property Advance, if made, would be, a Nonrecoverable Advance
shall use its good faith business judgment.


 


(e)            The Master Servicer, the Special Servicer and/or the Trustee, as applicable, shall be entitled to the reimbursement of Property
Advances made by any of them to the extent permitted pursuant to Section 3.06(a)(ii) or Section 3.06A of
this Agreement, together with any related Advance Interest Amount in respect of such Property Advances, and the Master Servicer
and the Special Servicer, as applicable, hereby covenant and agree to use efforts consistent with the Servicing Standard to obtain
the reimbursement of such Property Advances from the related Mortgagors to the extent permitted by applicable law and the related
Loan Documents.


 


(f)             Notwithstanding anything to the contrary contained in this Agreement, if a Property Advance is required to be made under
this Agreement with respect to any Specially Serviced Loan or REO Property (other than an REO Property related to each Non-Serviced
Mortgage Loan), the Special Servicer shall request that the Master Servicer make such Property Advance, such request to be made,
in writing, at least five (5) Business Days (or, in an emergency situation or on an urgent basis, two (2) Business Days, provided
that the written request sets forth the nature of the emergency or the basis of the urgency) in advance of the date on which such
Property Advance is required to be made hereunder and to be accompanied by such information and documentation regarding the subject
Property Advance as the Master Servicer may reasonably request, subject to the Master Servicer’s right to determine that
such Property Advance does not constitute or would not constitute a Nonrecoverable Advance. The Master Servicer shall have the
obligation to make any such Property Advance that it is so requested by the Special Servicer to make, within five (5) Business
Days (or, an emergency situation or on an urgent basis, two (2) Business Days) of the Master Servicer’s receipt of such
request. The Special Servicer shall have no obligation to make any Property Advance.


 


Section 3.21     Appointment
of Special Servicer; Asset Status Reports.


 


(a)             Midland Loan Services, a Division of PNC Bank, National Association is hereby appointed as the initial Special Servicer
to specially service each of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Whole Loans.


 






    	 	 -210-	 



     


    

 


(b)            The Special Servicer, at the earlier of (x) within 60 days after a Servicing Transfer Event occurs 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
with respect to a Specially Serviced Loan, shall prepare a report (the “Asset Status Report”) for the related
Mortgage Loan or Serviced Whole Loan. Each Asset Status Report will be delivered in electronic format to the Operating Advisor
(after the occurrence and during the continuance of a Control Termination Event), the Controlling Class Representative (prior to
the occurrence and continuance of a Consultation Termination Event and only for so long as the related Specially Serviced Loan
is not an Excluded Loan), the Certificate Administrator, the related Companion Loan Holder, and, subject to Section 11.13
of this Agreement, each Rating Agency; provided, however, 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 the Servicing Standard and set forth the following information to the extent reasonably
determinable:


 


(i)            
summary of the status of the related Mortgage Loan or Serviced Whole Loan and any negotiations with the Mortgagors;


 


(ii)            
if a Servicing Transfer Event has occurred and is continuing:


 


(A)             
a discussion of the legal and environmental considerations reasonably known at such time to the Special Servicer, consistent
with the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related
guaranties or other collateral for the Mortgage Loan or Serviced Whole Loan and whether outside legal counsel has been retained;


 


(B)              
the most current rent roll and income or operating statement available for the related Mortgaged Properties;


 


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


 


(D)             
a copy of the last obtained Appraisal of the Mortgaged Property;


 


(E)              
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 additional defaults
under the related Mortgage Loan or Serviced Whole Loan;


 


(F)              
a description of any amendment, modification or waiver of a material term of any ground lease; and


 


(G)              
if the Special Servicer elects to proceed with a non-judicial foreclosure, then a statement as to (i) whether there
was a violation of a non-recourse carve-out under the related Mortgage Loan or Serviced Whole Loan


 






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and
(ii) any determination not to pursue a deficiency judgment against the related Mortgagor or guarantor;


 


(iii)          
a description of any such proposed or taken actions;


 


(iv)          
the alternative courses of action that were or are being considered by the Special Servicer in connection with the proposed
or taken actions;


 


(v)            
the 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;


 


(vi)          
an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present
value basis than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination
and (y) the net present value calculation (including the applicable Calculation Rate used) and all related assumptions; and


 


(vii)         
such other information as the Special Servicer deems relevant in light of the proposed or taken action and the Servicing
Standard.


 


As provided in Section 3.12,
if the Hyatt Place Texas Portfolio Whole Loan becomes a Specially Serviced Loan prior to the Hyatt Place Texas Portfolio Companion
Loan Securitization Date, the Special Servicer shall service and administer the Hyatt Place Texas Portfolio Whole Loan and related
REO Property in the same manner as any other Specially Serviced Loan or Serviced REO Property, shall be entitled to all Special
Servicing Compensation earned with respect to such Serviced Whole Loan and shall have all the rights and obligations with respect
to such Serviced Whole Loan as Special Servicer of such Serviced Whole Loan.


 


For so long as there
is no continuing Control Termination Event, if within 10 Business Days (or, in the case of an Asset Status Report prepared prior
to making a determination of an Acceptable Insurance Default, 20 Business Days) of receiving an Asset Status Report, the Controlling
Class Representative (except with respect to any Excluded Loan) does not disapprove such Asset Status Report in writing, then the
Controlling Class Representative shall be deemed to have approved such Asset Status Report and the Special Servicer shall implement
the recommended action as outlined in such Asset Status Report; provided, however, that the Special Servicer may
not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable Loan Documents. If,
prior to the occurrence and continuance of any Control Termination Event and such Asset Status Report does not relate to an Excluded
Loan, the Controlling Class Representative disapproves such Asset Status Report within 10 Business Days (or, in the case of an
Asset Status Report prepared prior to making a determination of an Acceptable Insurance Default, 20 Business Days) of receipt,
the Special Servicer will revise such Asset Status Report and deliver to the Operating Advisor (after the occurrence and during
the continuance of a Control Termination Event), the Controlling Class Representative (prior to the occurrence and continuance
of a Consultation Termination Event and only if such Asset Status Report does not relate to an Excluded Loan), the Certificate
Administrator, the related Companion Loan Holders and, subject to Section 11.13


 






    	 	 -212-	 



     


    

 


of this Agreement, each Rating Agency
a new Asset Status Report as soon as practicable, but in no event later than 30 days after such disapproval. Prior to the
occurrence and continuance of any Control Termination Event, the Special Servicer shall revise such Asset Status Report as described
above until the Controlling Class Representative (only if an Excluded Loan is not involved) shall fail to disapprove such revised
Asset Status Report in writing within 10 Business Days (or, in the case of an Asset Status Report prepared prior to making a determination
of an Acceptable Insurance Default, 20 Business Days) of receiving such revised Asset Status Report or until the Special Servicer
makes a determination, consistent with the Servicing Standard, that such objection is not in the best interests of all the Certificateholders
and, if applicable, the related Companion Loan Holders (as a collective whole as if such Certificateholders, and/or Companion Loan
Holders, if applicable, constitute a single lender). 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
and only if an Excluded Loan is not involved, if the Controlling Class Representative does not approve an Asset Status Report within
60 Business Days from the first submission thereof, the Special Servicer shall take such action as directed by the Controlling
Class Representative, provided such action does not violate the Servicing Standard. Notwithstanding the foregoing, if the
Special Servicer determines that emergency action is necessary to protect the related Mortgaged Property or the interests of the
Certificateholders and any related Companion Loan Holders, or if a failure to take any such action at such time would be inconsistent
with the Servicing Standard, the Special Servicer may take actions with respect to the related Mortgaged Property before the expiration
of a 10 Business Day period (or 20 Business Day period, if applicable) if the Special Servicer reasonably determines in accordance
with the Servicing Standard that failure to take such actions before the expiration of a 10 Business Day period (or 20 Business
Day period, if applicable) would materially and adversely affect the interest of the Certificateholders and the Companion Loan
Holder (if applicable) and the Special Servicer has made a reasonable effort, prior to the occurrence and continuance of any Control
Termination Event, to contact the Controlling Class Representative. The foregoing shall not relieve the Special Servicer of its
duties to comply with the Servicing Standard. To the extent that the Special Servicer received notice of an Excluded Controlling
Class Loan (in the form of Exhibit M-1C or M-1D), any Asset Status Report or Excluded Information delivered with
respect to an Excluded Controlling Class Loan shall be labeled by the Special Servicer with “Excluded Controlling Class Loan”
followed by the loan number and loan name.


 


After the occurrence
and during the continuance of a Control Termination Event, the Special Servicer shall consult on a non-binding basis with the Operating
Advisor in connection with each Asset Status Report prior to finalizing and executing such Asset Status Report and the Operating
Advisor shall propose, by written notice, alternative courses of action within 10 days of receipt of each Asset Status Report
to the extent the Operating Advisor determines such alternatives to be in the best interest of the Certificateholders (including
any Certificateholders of Certificates that were previously included in the Control Eligible Certificates), as a collective whole
as if such Certificateholders constituted a single lender. In addition, 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 Special Servicer shall
also consult on a non-binding basis with the Controlling Class Representative (other than any Asset Status Report with respect
to an Excluded Loan) in connection with each


 






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Asset Status Report prior to finalizing and executing such Asset Status Report and
the Controlling Class Representative shall be permitted to propose alternative courses of action within 10 days of receipt
of each Asset Status Report. The Special Servicer shall consider any such proposals from the Operating Advisor and/or the Controlling
Class Representative and determine whether any changes to its proposed Asset Status Report should be made, such determination being
made in accordance with the Servicing Standard and the other terms of this Agreement. In the event that the Operating Advisor or
the Controlling Class Representative does not propose alternative courses of action within 10 days after receipt of such Asset
Status Report, the Special Servicer shall implement the Asset Status Report as proposed by the Special Servicer.


 


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 3.21(b). From and
after the Closing Date, the Controlling Class Representative shall have no right to receive any Asset Status Report related to
an Excluded Loan or otherwise to consent or object thereto under this Section 3.21(b) or otherwise consult with the
Special Servicer with respect to any matter set forth therein.


 


Notwithstanding the foregoing
or any other provision of this Agreement to the contrary, with respect to a Serviced Whole Loan, each related Companion Loan Holder
(or its Companion Loan Holder Representative) shall, at all times contemplated by the related Co-Lender Agreement, be entitled
to consult on a non-binding basis with the Special Servicer and propose alternative courses of action in respect of any Asset Status
Report as set forth in Section 3.28(d) of this Agreement.


 


(c)            Subject to Section 3.21(b) of this Agreement, during the continuance of a Servicing Transfer Event, the Special
Servicer shall have the authority to meet with the related Mortgagors and take any actions consistent with the Servicing Standard
and the most recent Asset Status Report for the related Mortgage Loan.


 


(d)            Upon request of any Certificateholder (or any Beneficial Owner, if applicable, which shall have provided the Certificate
Administrator with an Investor Certification), the Certificate Administrator shall mail, without charge, to the address specified
in such request a copy of the Final Asset Status Report for each Specially Serviced Loan; provided that an Excluded Controlling
Class Holder shall not be provided with any Final Asset Status Report (or copy thereof) with respect to any Excluded Controlling
Class Loan with respect to which such Excluded Controlling Class Holder is a Borrower Party.


 


(e)            Prior to the occurrence and continuance of a Control Termination Event, the Special Servicer shall deliver to the Operating
Advisor only each Final Asset Status Report.


 


(f)            Notwithstanding the foregoing, the Special Servicer shall not follow any advice, direction or consultation provided by the
Operating Advisor, any Companion Loan Holder, any Companion Loan Holder Representative or the Controlling Class Representative
that


 






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would require or cause the Special Servicer to violate any applicable law, be inconsistent with the Servicing Standard, require
or cause the Special Servicer to violate provisions of this Agreement or any Co-Lender Agreement, require or cause the Special
Servicer to violate the terms of any Mortgage Loan or Serviced Whole Loan, expose any Certificateholder or any party to this Agreement
or their Affiliates, officers, directors or agents to any claim, suit or liability, cause either Trust REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes, result in the imposition
of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions or materially
expand the scope of the Special Servicer’s responsibilities under this Agreement or any Co-Lender Agreement. In addition,
the Special Servicer is under no obligation to act upon any recommendation of the Operating Advisor.


 


(g)            Notwithstanding the foregoing, in the case of the Hyatt Place Texas Portfolio Whole Loan (prior to the Hyatt Place Texas
Portfolio Companion Loan Securitization Date), only the Hyatt Place Texas Portfolio Companion Loan Holder (without regard to whether
a Control Termination Event or a Consultation Termination Event has occurred) may exercise the rights of the Controlling Class
Representative described in this Section 3.21, and neither the Controlling Class Representative nor the Operating Advisor
will have any of the above described consent or (in the case of the Operating Advisor) consultation rights, as applicable, unless
permitted under the related Co-Lender Agreement.


 


Section 3.22     Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping. 


 


(a)            Upon determining that any Mortgage Loan or Serviced Whole Loan has become a Specially Serviced Loan, the Master Servicer
shall promptly give written notice thereof to the Special Servicer, any related Companion Loan Holder (in the case of a Serviced
Whole Loan), the Operating Advisor, the Certificate Administrator, the Trustee and, prior to the occurrence and continuance of
a Consultation Termination Event, the Controlling Class Representative and, subject to Section 11.13 of this Agreement,
each Rating Agency and shall deliver a copy of the Servicing File to the Special Servicer and concurrently provide a copy of such
Servicing File to the Operating Advisor and shall use its reasonable efforts to provide the Special Servicer with all information,
documents (but excluding the original documents constituting the Mortgage File, but including copies thereof) and records (including
records stored electronically on computer tapes, magnetic discs and the like) relating to the Mortgage Loan or Serviced Whole Loan
and reasonably requested by the Special Servicer to enable it to assume its duties hereunder with respect thereto without acting
through a Sub-Servicer. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five
(5) Business Days of the date such Mortgage Loan and/or Serviced Companion Loan became a Specially Serviced Loan and in any event
shall continue to act as Master Servicer and administrator of such Mortgage Loan and/or Serviced Companion Loan until the Special
Servicer has commenced the servicing of such Mortgage Loan and/or Serviced Companion Loan, which shall occur upon the receipt by
the Special Servicer of the Servicing File. With respect to each such Mortgage Loan and/or Serviced Companion Loan that becomes
a Specially Serviced Loan, the Master Servicer shall instruct the related Mortgagor to continue to remit all payments in respect
of such Mortgage Loan and/or Serviced Companion Loan to the Master Servicer. The Master Servicer shall forward any notices it would
otherwise send to the


 






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Mortgagor of such a Specially Serviced Loan to the Special Servicer who shall send such notice to the related
Mortgagor.


 


Upon determining that
a Specially Serviced Loan has become a Corrected Mortgage Loan, the Special Servicer shall immediately give written notice thereof
to the Master Servicer, the Trustee, the Operating Advisor, the Certificate Administrator, any related Companion Loan Holder and,
prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, subject
to Section 11.13 of this Agreement, each Rating Agency and, upon giving such notice and the return of the Servicing
File to the Master Servicer, such Mortgage Loan and/or Serviced Companion Loan shall cease to be a Specially Serviced Loan in accordance
with the first proviso of the definition of Specially Serviced Loans, the Special Servicer’s obligation to service such Mortgage
Loan and/or Serviced Companion Loan shall terminate and the obligations of the Master Servicer to service and administer such Mortgage
Loan and/or Serviced Companion Loan as a Mortgage Loan and/or Serviced Companion Loan that is not a Specially Serviced Loan shall
resume. In addition, if the related Mortgagor has been instructed, pursuant to the preceding paragraph, to make payments to the
Special Servicer, upon such determination, the Special Servicer shall instruct the related Mortgagor to remit all payments in respect
of such Specially Serviced Loan directly to the Master Servicer.


 


(b)            In servicing any Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included
within the definition of “Mortgage File” for inclusion in the related Mortgage File (to the extent such documents are
in the possession of the Special Servicer) and copies of any additional related Mortgage Loan or Serviced Whole Loan information,
including correspondence with the related Mortgagor, and the Special Servicer shall promptly provide copies of all of the foregoing
to the Master Servicer as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer.


 


(c)            Notwithstanding the provisions of subsections (a) and (b) of this Section 3.22, the Master Servicer shall
maintain ongoing payment records with respect to each of the Specially Serviced Loans and, upon request, shall provide the Special
Servicer and the Operating Advisor with any information reasonably required by the Special Servicer or the Operating Advisor to
perform its duties under this Agreement to the extent such information is within its possession. Upon request, the Special Servicer
shall provide the Master Servicer and the Operating Advisor with any information reasonably required by the Master Servicer to
perform its duties under this Agreement to the extent such information is within its possession.


 


Section 3.23     Interest
Reserve Account. The Certificate Administrator shall establish and maintain the Interest Reserve Account. The Interest Reserve
Account shall be established and maintained as an Eligible Account. On each Master Servicer Remittance Date occurring in February
and on any Master Servicer Remittance Date occurring in January in a year which is not a leap year (unless, in either such
case, the related Distribution Date is the final Distribution Date), the Master Servicer shall remit to the Certificate Administrator
for deposit into the Interest Reserve Account, in respect of all the Mortgage Loans which accrue interest on the basis of a 360-day
year and the actual number of days in the related month, an amount equal to one day’s interest at the related Mortgage Loan
Rate, less the Administrative Cost Rate, on the


 






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Stated Principal Balance of each such Mortgage Loan as of
the close of business on the Distribution Date in the month preceding the month in which such Master Servicer Remittance Date occurs,
to the extent a Monthly Payment or P&I Advance is made in respect thereof (all amounts so deposited in any consecutive January (if
applicable) and February, “Withheld Amounts”). On or prior to the Master Servicer Remittance Date in March (or
February if the final Distribution Date occurs in such month) of each calendar year, the Certificate Administrator shall transfer
to the Lower-Tier Distribution Account the aggregate of all Withheld Amounts on deposit in the Interest Reserve Account.


 


Section 3.24     Modifications, Waivers and Amendments.


 


(a)            (i) With respect to non-Specially Serviced Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer
subject to the Special Servicer’s consent if the subject modification, waiver or amendment constitutes a Major Decision or
(ii) with respect to Specially Serviced Loans, the Special Servicer, in each case subject to any applicable consultation rights
of the Operating Advisor following a Control Termination Event, if any, any applicable consent and/or consultation rights of the
Controlling Class Representative or the Hyatt Place Texas Portfolio Companion Loan Holder (or its representative), as applicable,
and, to the extent required in accordance with the related Co-Lender Agreement, any applicable consultation rights of any related
Companion Loan Holder or its Companion Loan Holder Representative (as applicable), may modify, waive or amend any term of any Mortgage
Loan or Whole Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would
not constitute a “significant modification” of such Mortgage Loan or Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b)
and would not otherwise (1) cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify
as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the
imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions”
as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but
not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer
and the Special Servicer may rely on an Opinion of Counsel with respect to such determination.


 


In addition, with respect
to non-Specially Serviced Mortgage Loans, to the extent any modification, waiver, amendment or other action constitutes a Major
Decision pursuant to Section 6.09(a) of this Agreement, the Master Servicer shall obtain the consent of the Special Servicer,
and, in each case, to the extent any modification, waiver, amendment or other action constitutes a Major Decision pursuant to Section
6.09(a) of this Agreement, the Special Servicer shall, prior to the occurrence and continuance of an applicable Control Termination
Event, obtain the consent of the related Controlling Class Representative. Prior to the occurrence and continuance of an applicable
Control Termination Event, the Special Servicer shall also obtain the consent of the Controlling Class Representative with respect
to any modification, waiver, amendment or other action that constitutes a Major Decision pursuant to Section 6.09(a) of
this Agreement with regard to any Specially Serviced Loan.


 


No modification, waiver
or amendment of any Co-Lender Agreement related to a Serviced Whole Loan, or an action to enforce rights with respect thereto,
in each case, in a


 






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manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall
be permitted without the prior written consent of the Special Servicer.


 


When the Special Servicer’s
consent is required with respect to any modification, waiver, amendment or other action with regard to any non-Specially Serviced
Loan, the Master Servicer shall promptly provide the Special Servicer with written notice of its request for such modification,
waiver, amendment or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all
information in the Master Servicer’s possession or reasonably available to it that the Special Servicer may reasonably request
in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject to any applicable consultation
rights of the Operating Advisor or any applicable consent or consultation rights of the Controlling Class Representative or any
applicable consent or consultation rights of any Serviced Companion Loan Holder or its Companion Loan Holder Representative (as
applicable)) to approve or disapprove any modification, waiver, amendment or other action that constitutes a Major Decision. Subject
to Section 3.09 of this Agreement, the Special Servicer shall have 15 Business Days (or, with respect to a Serviced Whole
Loan, such longer period as required by the related Co-Lender Agreement for review by any related Serviced Companion Loan Holder
or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default), from the date that the
Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information it requested
from the Master Servicer, to analyze and approve such modification, waiver, amendment or other action and, prior to the end of
such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 60-day period, as applicable,
the Special Servicer shall notify the Controlling Class Representative (except in the case of the Hyatt Place Texas Portfolio Whole
Loan and if and for so long as an applicable Control Termination Event has not occurred and is not continuing) or the Hyatt Place
Texas Portfolio Companion Loan Holder (or its representative) (in the case of the Hyatt Place Texas Portfolio Whole Loan) of such
request for approval of each such modification, waiver, amendment or other action that constitutes a Major Decision and provide
its written analysis and recommendation with respect thereto. Following such notice, the Controlling Class Representative or the
Hyatt Place Texas Portfolio Companion Loan Holder (or its representative), as applicable, shall have 10 Business Days (or, in the
case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation
and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request
(or, with respect to a Serviced Whole Loan, such longer time period as may be provided in the related Co-Lender Agreement) to approve
any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any event, subject to
the Co-Lender Agreement for any Whole Loan, if the Controlling Class Representative or the Hyatt Place Texas Portfolio Companion
Loan Holder (or its representative), as applicable, if required, does not respond to a request for approval by 5:00 p.m. on the
10th Business Day or such longer period if required by the applicable Co-Lender Agreement or 20th day, as applicable, after receipt
of the applicable recommendation and analysis and other requested information as set forth in the preceding sentence, the Special
Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the Controlling Class Representative or
the Hyatt Place Texas Portfolio Companion Loan Holder (or its representative), as applicable, and if the Special Servicer does
not respond to a request for approval within the required 15 Business Days (or such longer period if required by the applicable
Co-Lender Agreement) or 60 days, as applicable, the Master Servicer may deem its


 






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recommendation approved by the Special Servicer.
With respect to any non-Specially Serviced Loan, the Master Servicer, without the consent of the Special Servicer or Controlling
Class Representative, shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with
respect to any action that is not a Major Decision.


 


(b)            All modifications, waivers or amendments of any Mortgage Loan or Serviced Whole Loan shall be in writing and shall be effected
in a manner consistent with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable, shall notify in
writing the Trustee, the Certificate Administrator, the Depositor, any related Companion Loan Holder (in the case of a Serviced
Whole Loan which, for so long as any Serviced Companion Loan has been included in an Other Securitization Trust, shall be deemed
to be the related master servicer under the related Other Pooling and Servicing Agreement, unless the notifying party has received
written notice otherwise), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination
Event), the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and, subject to
Section 11.13 of this Agreement, each Rating Agency, in writing, of any modification, waiver or amendment of any term
of any Mortgage Loan or Serviced Whole Loan and the date thereof, and shall deliver a copy to the Trustee, any related Companion
Loan Holder (in the case of a Serviced Whole Loan which, for so long as any Serviced Companion Loan has been included in an Other
Securitization Trust, shall be deemed to be the related master servicer under the related Other Pooling and Servicing Agreement,
unless the notifying party has received written notice otherwise), the Controlling Class Representative (prior to the occurrence
and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and during the continuance
of a Control Termination Event) and an original to the Custodian of the recorded agreement relating to such modification, waiver
or amendment within 15 Business Days following the execution and recordation thereof. For the avoidance of doubt, the requirements
with respect to delivery of an assumption agreement shall be governed by Section 3.09.


 


(c)            Any modification of any Loan Documents that requires obtaining a Rating Agency Confirmation pursuant to such Loan Documents,
or any modification that would eliminate, modify or alter the requirement of obtaining a Rating Agency Confirmation in such Loan
Documents, shall not be made without obtaining a Rating Agency Confirmation. The Rating Agency Confirmation shall be obtained at
the related Mortgagor’s expense in accordance with the related Loan Agreement or, if not so provided in such Loan Agreement
or if such Mortgagor does not pay, at the expense of the Trust Fund.


 


(d)            Promptly after any Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall request
from the Certificate Administrator the name of the current Controlling Class Representative and shall request from the Master Servicer
the name of the current related Companion Loan Holder(s). 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 such Mortgage Loan
became a Specially Serviced Loan. Upon receipt of the name(s) of such current related Companion Loan Holder(s) from the Master
Servicer, the Special Servicer shall notify the related Companion Loan Holder(s) that the related Serviced Whole Loan became a
Specially Serviced Loan. 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


 






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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, 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 Master Servicer at the expense of the Trust
Fund.


 


(e)            [Reserved].


 


(f)             The Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification,
extension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms
of the instruments evidencing or securing the related Mortgage Loan or Serviced Whole Loan and, further, pursuant to the terms
of this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional services
performed in connection with such request and any related costs and expenses incurred by it; provided that the charging
of such fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b).


 


(g)            Notwithstanding anything set forth in this Agreement, in no event shall the Special Servicer be permitted to:


 


(i)            
extend the Maturity Date of a Mortgage Loan or Serviced Whole Loan beyond a date that is 3 years prior to the Rated Final
Distribution Date; or


 


(ii)           
if the Mortgage Loan or Serviced Whole Loan is secured by a ground lease, extend the Maturity Date of such Mortgage Loan
or Serviced Whole Loan beyond a date which is 20 years or, to the extent consistent with the Servicing Standard, giving due consideration
to the remaining term of the ground lease, 10 years prior to the end of the current term of such ground lease, plus any options
to extend exercisable unilaterally by the related Mortgagor.


 


(h)           
In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of
the related Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the
power of eminent domain or condemnation, if the Loan Documents require the Master Servicer or the Special Servicer, as applicable,
to calculate (or require the Mortgagor to provide such calculation to the Master Servicer or the Special Servicer, as applicable)
the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property
constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage
Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going
concern value, if any. If, following any such release or taking, the loan-to-value ratio as so calculated is greater than 125%,
the Master Servicer or Special Servicer, as applicable, will require a payment of principal by a “qualified amount”
as determined under Revenue Procedure 2010-30 or


 






    	 	 -220-	 



     


    

 


successor provisions unless the related Mortgagor provides an Opinion of Counsel
that if such amount is not paid the related Mortgage Loan will not fail to be a Qualified Mortgage.


 


(i)             
If and to the extent that the Trust, as holder of a Non-Serviced Mortgage Loan, is entitled to exercise any consent and/or
consultation rights with respect to modifications, waivers and amendments or certain other major decisions under the applicable
Other Pooling and Servicing Agreement, such rights shall be exercised by the Controlling Class Representative, in accordance with
Section 3.01(i). The Master Servicer and the Special Servicer shall only be obligated to forward any requests received from
the related Other Master Servicer or the related Other Special Servicer, as applicable, for such consent and/or consultation to
the Controlling Class Representative, and shall have no right or obligation to exercise any such consent or consultation rights.


 


Section 3.25     Additional
Obligations with Respect to Certain Mortgage Loans.


 


With respect to each
Mortgage Loan (other than the Non-Serviced Mortgage Loans) with a Stated Principal Balance in excess of $35,000,000, with respect
to any replacement of the Manager for the related Mortgaged Property, the Master Servicer or Special Servicer, as applicable, to
the extent permitted by the related Loan Documents, shall require a Rating Agency Confirmation and shall condition its consent
to such replacement on the Mortgagor paying for such Rating Agency Confirmation.


 


With respect to any Mortgage
Loan (other than a Non-Serviced Mortgage Loan), if any mezzanine loan is directly or indirectly secured by any equity interest
of the related Mortgagor, the Master Servicer (if (i) the related Mortgage Loan is a non-Specially Serviced Loan and (ii) the
performance of the particular obligation would not constitute a Major Decision) or the Special Servicer (if (i) the related Mortgage
Loan is a Specially Serviced Loan or (ii) the performance of an obligation would constitute a Major Decision) shall perform the
obligations of the Trust, as holder of the related Mortgage Loan, or its servicer under the related mezzanine loan intercreditor
agreement.


 


Section 3.26     Certain Matters Relating to the Non-Serviced Mortgage Loans.


 


In the event that any
of an Other Trustee, an Other Master Servicer, an Other Certificate Administrator or an Other Special Servicer shall be replaced
in accordance with the terms of the applicable Other Pooling and Servicing Agreement and notice of such replacement is provided
to the parties hereto, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to an Other
Trustee, an Other Master Servicer, an Other Certificate Administrator or an Other Special Servicer, as the case may be, in each
case with reasonable promptness following request therefor by a party to the applicable Other Pooling and Servicing Agreement.
In addition to the foregoing, with respect to the Hyatt Place Texas Portfolio Whole Loan, after the Hyatt Place Texas Portfolio
Companion Loan Securitization Date the related Mortgage Loan shall be a Non-Serviced Mortgage Loan, and the rights, duties and
obligations of the Issuing Entity and the parties to this Agreement shall be as set forth herein with respect to Non-Serviced Mortgage
Loans.


 






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Prior to the Hyatt Place
Texas Portfolio Companion Loan Securitization Date, the Custodian shall hold the Mortgage File with respect to the related Whole
Loan. On the Hyatt Place Texas Portfolio Companion Loan Securitization Date, the Master Servicer shall, upon written request, if
the Master Servicer is not the related Other Master Servicer, transfer the Servicing File along with any escrows or reserve funds
held for such Whole Loan to the related Other Master Servicer.


 


Section 3.27     Additional
Matters Regarding Advance Reimbursement.


 


(a)            Upon the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement
thereof would exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection
Account, the Master Servicer or the Trustee, at its own option and in its sole discretion, as applicable, instead of obtaining
reimbursement for the remaining amount of such Nonrecoverable Advance pursuant to Section 3.06(a)(ii)(B) of this Agreement
immediately, may elect to refrain from obtaining such reimbursement for some or all such portion of the Nonrecoverable Advance
during the one-month Prepayment Period ending on the then-current Determination Date, for successive one-month periods for a total
not to exceed 12 months; provided that any deferral in excess of 6 months shall be subject to the consent of the Controlling
Class Representative (unless a Control Termination Event has occurred and is continuing, in which case the Controlling Class Representative
shall be consulted with unless a Consultation Termination Event has occurred and is continuing) or, with respect to the Hyatt Place
Texas Portfolio Whole Loan, the consent of the holder of the Hyatt Place Texas Portfolio Companion Loan (or its representative).
If the Master Servicer or the Trustee makes such an election in its sole discretion to defer reimbursement with respect to all
or a portion of a Nonrecoverable Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest
thereon) or portion thereof shall continue to be fully reimbursable in the subsequent Collection Period (subject, again, to the
same sole discretion option to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again
be reimbursable pursuant to Section 3.06(a)(ii)(B) of this Agreement). In connection with a potential election by the
Master Servicer, or the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during
the one-month Prepayment Period ending on the related Determination Date for any Distribution Date, the Master Servicer or the
Trustee shall further be authorized to wait for principal collections to be received before making its determination of whether
to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof) until the end of such Prepayment
Period; provided, however, if, at any time the Master Servicer or the Trustee, as applicable, determines that the
reimbursement of a Nonrecoverable Advance during a one-month Prepayment Period will exceed the full amount of the principal portion
of general collections deposited in the Collection Account for such Distribution Date, then the Master Servicer or the Trustee,
as applicable, shall, subject to Section 11.13 of this Agreement, give the Rating Agencies at least 15 days’
notice prior to any reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account allocable to interest
on the Mortgage Loans unless (1) the Master Servicer or the Trustee, as applicable, determines in its sole discretion that
waiting 15 days after such a notice could jeopardize the Master Servicer’s or the Trustee’s, as applicable, ability
to recover such Nonrecoverable Advances, (2) changed circumstances or new or different information becomes known to the Master
Servicer or the Trustee, as applicable, that could affect or cause a


 






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determination of whether any Advance is a Nonrecoverable Advance,
whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause (1) above, or (3) the Master
Servicer has not timely received from the Trustee information requested by the Master Servicer to consider in determining whether
to defer reimbursement of a Nonrecoverable Advance; provided that, if clause (1), (2) or (3) apply, the Master
Servicer or the Trustee, as applicable, shall, subject to Section 11.13 of this Agreement, give Rating Agencies notice
of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account allocable to interest on
the Mortgage Loans as soon as reasonably practicable in such circumstances. Subject to Section 11.13 of this Agreement,
the Master Servicer or the Trustee, as applicable, shall have no liability for any loss, liability or expense resulting from any
notice provided to Rating Agencies contemplated by the immediately preceding sentence. Any election by the Master Servicer or the
Trustee to refrain from reimbursing itself for any Nonrecoverable Advance (together with interest thereon) or portion thereof
with respect to any Collection Period shall not be construed to impose on the Master Servicer or the Trustee any obligation to
make such an election (or any entitlement in favor of any Certificateholder or any other Person to such an election) with
respect to any subsequent Collection Period or to constitute a waiver or limitation on the right of the Master Servicer or
the Trustee to otherwise be reimbursed for such Nonrecoverable Advance immediately (together with interest thereon). Any such election
by the Master Servicer or the Trustee shall not be construed to impose any duty on the other such party to make such an election
(or any entitlement in favor of any Certificateholder or any other Person to such an election). Any such election by any such party
to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to
any one or more Prepayment Periods shall not limit the accrual of interest on such Nonrecoverable Advance for the period prior
to the actual reimbursement of such Nonrecoverable Advance. None of the Master Servicer, the Trustee or the other parties to this
Agreement will have any liability to one another or to any of the Certificateholders for any such election that such party makes
to refrain or not to refrain from reimbursing itself as contemplated by this paragraph or for any losses, damages or other adverse
economic or other effects that may arise from such an election nor will such election constitute a violation of the Servicing Standard
or any duty under this Agreement. The Master Servicer’s or the Trustee’s, as applicable, election, if any, to defer
reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders and shall not be
construed as an obligation on the part of the Master Servicer or the Trustee, as applicable, or a right of the Certificateholders.
Nothing herein shall give the Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance if there
are principal collections then available in the Collection Account pursuant to Section 3.06 of this Agreement or to
defer reimbursement of a Nonrecoverable Advance for an aggregate period exceeding 12 months.


 


(b)            If the Master Servicer is required to make a Property Advance, but does not do so within 15 days after the Property Advance
is required to be made, then the Trustee will be required: (i) if a Responsible Officer of the Trustee has actual knowledge
of the failure, to give the Master Servicer notice of its failure; and (ii) if the failure continues for three more Business
Days, to make the Advance unless the Trustee determines such advance to be a Nonrecoverable Advance.


 


Section 3.28     Companion
Loan Co-Lender Matters.


 






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(a)            If, pursuant to Section 2.03, Section 3.17 or Section 9.01 of this Agreement, any Mortgage
Loan that relates to a Serviced Whole Loan is purchased from, repurchased from or substituted out of, 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 note that represents the related Mortgage Loan under such Co-Lender Agreement. All portions of the related Mortgage File
and (to the extent provided under the related Loan Purchase Agreement) other documents pertaining to such Mortgage Loan shall be
endorsed or assigned to the extent necessary or appropriate to the purchaser of such Mortgage Loan in its capacity as the holder
of the Note that represents the related Mortgage Loan (as a result of such purchase, repurchase or substitution) and (except for
the actual Note) on behalf of the holders of the Notes that represent the Companion Loans. Thereafter, such Mortgage File shall
be held by the holder of the Note that represents the related Mortgage Loan or a custodian appointed thereby for the benefit thereof,
on behalf of itself and the holders of the related Companion Loans 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 subject Serviced Whole Loan.


 


(b)            With respect to each Companion Loan that is part of a Serviced Whole Loan, notwithstanding any rights the Operating Advisor
or the Controlling Class Representative hereunder may have to consult with respect to any action or other matter with respect to
the servicing of such Companion Loan, to the extent the related Co-Lender Agreement provides that such right is exercisable by
the related Companion Loan Holder or is exercisable in conjunction with any related Companion Loan Holder or its Companion Loan
Holder Representative, then (i) neither the Operating Advisor nor the Controlling Class Representative shall be permitted
to exercise such right or, (ii) to the extent provided in the related Co-Lender Agreement, the Operating Advisor or the Controlling
Class Representative, as applicable, shall be required to exercise such right in conjunction with any related Companion Loan Holder
or its Companion Loan Holder Representative, as applicable. Additionally, notwithstanding anything in this Agreement to the contrary
but subject to Section 3.17(q) (as to consent rights) and Section 3.28(d) below (as to consultation rights),
the Master Servicer or Special Servicer, as applicable, shall consult with, seek the approval of, or obtain the consent of, the
holder of any Companion Loan or its Companion Loan Holder Representative with respect to any matters with respect to the servicing
of such Companion Loan to the extent required under related Co-Lender Agreement and shall not take such actions requiring consent
of or consultation with the Companion Loan Holder or its Companion Loan Holder Representative without such consent or consultation.
In addition, notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports
and notices to the Companion Loan Holder as required under the Co-Lender Agreement.


 


(c)            With respect to each Serviced Whole Loan, the Master Servicer shall prepare, or cause to be prepared, on an ongoing basis
a statement setting forth, to the extent applicable to such Serviced Whole Loan:


 


(i)            
(A) the amount of the distribution from the related Serviced Whole Loan Custodial Account allocable to principal and (B)
separately identifying the amount of scheduled principal payments, balloon payments, principal prepayments made at the


 






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option of
the Mortgagor 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 related Serviced Whole Loan;


 


(ii)           
the amount of the distribution from the related Serviced Whole Loan Custodial Account allocable to interest and the amount
of Default Interest allocable to the related Serviced Whole Loan;


 


(iii)          
the amount of the distribution to the related Companion Loan Holder, separately identifying the non-default interest, principal
and other amounts included therein, and if the distribution to a Companion Loan Holder 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 related Serviced
Whole Loan;


 


(iv)          
the principal balance of each of the related Serviced Whole Loan and related Companion Loan after giving effect to the
distribution of principal on the most recent Distribution Date; and


 


(v)           
the amount of the servicing fees paid to the Master 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 Distribution
Date, the Master Servicer shall make the foregoing statement available to the Companion Loan Holder (or the master servicer, special
servicer or certificate administrator, as applicable, for the related Other Securitization Trust on its behalf) by electronic means
(which may include posting such information pursuant to the applicable CREFC® reports on the Master Servicer’s
website).


 


(d)            Unless otherwise stated in the related Co-Lender Agreement (other than with respect to Hyatt Place Texas Portfolio Mortgage
Loan), (i) the Special Servicer (with respect to Specially Serviced Loans) or the Master Servicer (with respect to non-Specially
Serviced Loans), as applicable, shall be required to provide copies to any related Companion Loan Holder (or its Companion Loan
Holder Representative) of any notice, information and report that is required to be provided to the Controlling Class Representative,
pursuant to this Agreement with respect to any Major Decisions within the same time frame such notice, information and report is
required to be provided to the Controlling Class Representative (for this purpose, without regard to whether such items are actually
required to be provided to the Controlling Class Representative under this Agreement due to the occurrence of a Control Termination
Event or a Consultation Termination Event), and (ii) the Special Servicer shall be required to consult with any related Companion
Loan Holder (or its Companion Loan Holder Representative) on a strictly non-binding basis, to the extent having received such notices,
information and reports, such related Companion Loan Holder (or its Companion Loan Holder Representative) requests consultation
with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating
to the related Serviced Whole Loan, and consider alternative actions recommended by such related


 






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Companion Loan Holder (or its
Companion Loan Holder Representative); provided that after the expiration of a period of ten (10) Business Days from the delivery
to such related Companion Loan Holder (or its Companion Loan Holder Representative) by the Special Servicer of written notice of
a proposed action, together with copies of the notice, information and report required to be provided to the Controlling Class
Representative or the Special Servicer, as applicable, shall no longer be obligated to consult with such related Companion Loan
Holder (or its Companion Loan Holder Representative), whether or not such related Companion Loan Holder (or its Companion Loan
Holder Representative) has responded within such ten (10) Business Day period (unless, the Master Servicer or the Special Servicer,
as applicable, proposes a new course of action that is materially different from the action previously proposed, in which case
such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal and delivery of all information
relating thereto).


 


In addition to the foregoing,
with respect to the Hyatt Place Texas Portfolio Mortgage Loan (prior to the Hyatt Place Texas Portfolio Companion Loan Securitization
Date) and only for so long as no Consultation Termination Event has occurred or is continuing, (i) the Special Servicer (with respect
to Specially Serviced Loans) or the Master Servicer (with respect to non-Specially Serviced Loans), as applicable, shall be required
to provide to the Controlling Class Representative copies of any notice, information and report that it is required to provide
to the Hyatt Place Texas Portfolio Companion Loan Holder (or its representative) pursuant to this Agreement with respect to any
Major Decision, within the same time frame it is required to provide such notice, information or report on other loans and (ii)
the Special Servicer shall be required to consult with the Controlling Class Representative on a strictly non-binding basis, to
the extent having received such notices, information and reports, the Controlling Class Representative requests consultation with
respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating
to the related Whole Loan, and consider alternative actions recommended by the Controlling Class Representative; provided
that after the expiration of a period of ten (10) Business Days from the delivery to the Controlling Class Representative by the
Special Servicer of written notice of a proposed action, together with copies of the notice, information and report required to
be provided to the Controlling Class Representative or the Special Servicer, as applicable, shall no longer be obligated to consult
with the Controlling Class Representative, whether or not the Controlling Class Representative has responded within such ten (10)
Business Day period (unless, the Master Servicer or the Special Servicer, as applicable, proposes a new course of action that is
materially different from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin
anew from the date of such proposal and delivery of all information relating thereto). The Special Servicer is not obligated at
any time to follow or take any alternative actions recommended by the Controlling Class Representative with respect to the Hyatt
Place Texas Portfolio Whole Loan.


 


Notwithstanding the consultation
rights of the Controlling Class Representative or any related Companion Loan Holder (or its Companion Loan Holder Representative)
set forth above in this Section 3.28(d), the Master Servicer or the Special Servicer, as applicable, may make any Major
Decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business
Day period if the Master Servicer or the Special Servicer, as applicable, determines that immediate action with respect thereto
is necessary to protect the interests of the Certificateholders and the related Companion Loan


 






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Holder. In no event shall the Master
Servicer or the Special Servicer, as applicable, be obligated at any time to follow or take any alternative actions recommended
by the Controlling Class Representative or any related Companion Loan Holder (or its Companion Loan Holder Representative) in accordance
with this Section 3.28(d); provided, that after the expiration of a period of ten Business Days from the delivery to the
Controlling Class Representative or a related Companion Loan Holder (or its representative) of such items, the Special Servicer
will no longer be obligated to consult with the Controlling Class Representative or such Companion Loan Holder (or its representative),
unless the Special Servicer proposes a new course of action that is materially different from the action previously proposed; provided
that, if the Special Servicer determines (consistent with the Servicing Standard) that immediate action is necessary to protect
the interests of the Certificateholders, the Special Servicer may take such action without waiting for such response. Other than
with respect to the Hyatt Place Texas Portfolio Whole Loan, the Special Servicer shall not be obligated at any time to follow or
take any alternative actions recommended by a Companion Loan Holder (or its representative) with respect to a Serviced Whole Loan.
In addition, with respect to the Hyatt Place Texas Portfolio Whole Loan, the Special Servicer shall not be obligated at any time
to follow or take any alternative actions recommended by the Controlling Class Representative with respect to the Hyatt Place Texas
Portfolio Whole Loan.


 


(e)            In addition to the consultation or consent rights of a Companion Loan Holder (or its Companion Loan Holder Representative)
provided in the immediately preceding paragraph, a Companion Loan Holder shall have the right to attend (in person or telephonically)
annual meetings with the Special Servicer at the offices of the Special Servicer upon reasonable notice and at times reasonably
acceptable to the Special Servicer in which servicing issues related to the related Serviced Whole Loan are discussed.


 


(f)             Upon receipt of written notice of the transfer of all or a portion of any Serviced Companion Loan, the Master Servicer shall
promptly notify the Special Servicer, the Trustee, the Custodian and the Certificate Administrator of any change in the identity
and/or notice information of any Serviced Companion Loan Holder (or its representative) to the extent the Master Servicer has such
information, such written notice is not also addressed to such applicable party and the Master Servicer has not previously provided
such information thereto; provided that, if the Serviced Companion Loan has been included in an Other Securitization Trust,
the Companion Loan Holder will be deemed to be the related master servicer under the related Other Pooling and Servicing Agreement
for purposes of providing notice(s), reports and any other information to the Companion Loan Holder under this Agreement, unless
the notifying party has received written notice otherwise. Subject to Section 11.04, the Master Servicer may reasonably
rely on the information provided to the Master Servicer regarding the identity and/or contact information of a Serviced Companion
Loan Holder (or its representative). Each of the Special Servicer, the Trustee, the Custodian and the Certificate Administrator
shall be entitled to rely on such information so provided by the Master Servicer.


 


Section 3.29     Appointment and Duties of the Operating Advisor.


 


(a)            Pentalpha Surveillance LLC is hereby appointed to serve as the initial Operating Advisor.


 






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(b)            The Operating Advisor, as an independent contractor, shall review the Special Servicer’s operational practices in
respect of Specially Serviced Loans, consult with the Special Servicer and perform each other obligation of the Operating Advisor
as set forth in this Agreement solely on behalf of the Trust Fund and in the best interest of, and for the benefit of, the Certificateholders
and, in the case of a Serviced Whole Loan (other than the Hyatt Place Texas Portfolio Whole Loan), the related Serviced Companion
Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Holder(s), constitute
a single lender), and not solely any particular Class of Certificateholders or any Serviced Companion Loan Holder (as determined
by the Operating Advisor in the exercise of its good faith and reasonable judgment) (the “Operating Advisor Standard”).
The Operating Advisor shall not owe any fiduciary duty to the Master Servicer, the Special Servicer or any other Person in connection
with this Agreement.


 


(c)            Prior to the occurrence and continuance of a Control Termination Event, the Operating Advisor shall promptly review (i) all
information available to Privileged Persons on the Certificate Administrator’s Website with respect to the Special Servicer,
assets on the CREFC® Servicer Watch List and Specially Serviced Loans and (ii) each Final Asset Status Report.


 


(d)            (i) After the occurrence and during the continuance of a Control Termination Event, the Operating Advisor shall review
the Special Servicer’s operational practices in light of the Servicing Standard and the requirements of this Agreement, with
respect to the resolution and/or liquidation of the Specially Serviced Loans.


 


(ii)           
After the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s
review of any annual compliance statement and any assessment of compliance delivered to the Operating Advisor pursuant to Sections 10.07
and 10.08 of this Agreement, as applicable, any attestation report delivered to the Operating Advisor pursuant to Section 10.09
of this Agreement, any Asset Status Report and other information (other than any communications between the Controlling Class
Representative or a Companion Loan Holder (or its Companion Loan Holder Representative), as applicable, and the Special Servicer
that would be Privileged Information) delivered to the Operating Advisor by the Special Servicer, the Operating Advisor shall
(if any Mortgage Loans (other than the Hyatt Place Texas Portfolio Mortgage Loan) were Specially Serviced Loans during the prior
calendar year) prepare and deliver to the Depositor (which shall, subject to Section 11.13 of this Agreement, deliver
such Operating Advisor Annual Report to the Rating Agencies), the Special Servicer, the Trustee and the Certificate Administrator
(which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website), within 120 days
of the end of the prior calendar year an annual report (the “Operating Advisor Annual Report”), substantially
in the form of Exhibit R of this Agreement (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; provided,
further, 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 the Operating Advisor’s assessment of the Special Servicer’s performance
of its duties under this Agreement during the prior calendar year on a


 






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platform-level
basis with respect to the resolution or liquidation of the Specially Serviced Loans and with respect to each Asset Status Report
delivered to the Operating Advisor by the Special Servicer during the prior calendar year. Only as used in connection with the
Operating Advisor’s annual report, the term “platform-level basis” refers to the Special Servicer’s performance
of its duties as they relate to the resolution or liquidation of Specially Serviced Loans, taking into account the Special Servicer’s
specific duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing
Standard, with reasonable consideration by the Operating Advisor of any annual compliance statement, Assessment of Compliance
report, Attestation Report, asset status report and other information delivered to the Operating Advisor by the Special Servicer
(other than any communications between the Controlling Class Representative or any related directing holder, as applicable, and
the Special Servicer that would be Privileged Information) pursuant to the provisions of this Agreement. Subject to the restrictions
in this Agreement, including, without limitation, this Section 3.29, each such Operating Advisor Annual Report shall
(A) identify any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s
obligations under this Agreement with respect to the resolution or liquidation of the Specially Serviced Loans, (B) comply
with all of the confidentiality requirements applicable to the Operating Advisor described in this Agreement and (C) in the event
a lack of access to Privileged Information limits or prohibits the Operating Advisor from performing its duties under this Agreement,
the Operating Advisor shall describe any such limitations in the Operating Advisor Annual Report, and the Operating Advisor shall
not be subject to any liability arising from its lack of access to Privileged Information. Such Operating Advisor Annual Report
shall be delivered to the Trustee, the Certificate Administrator, the Special Servicer and the Depositor (which shall, subject
to Section 11.13 of this Agreement, deliver such Operating Advisor Annual Report to the Rating Agencies), and the
Certificate Administrator shall promptly upon receipt post such Operating Advisor Annual Report on the Certificate Administrator’s
Website; provided, however, that the Operating Advisor shall deliver to the Special Servicer, the Controlling Class
Representative (prior to the occurrence and continuance of a Consultation Termination Event) any annual report produced by the
Operating Advisor no less than ten (10) calendar days prior to its delivery to the Depositor, the Trustee and the Certificate
Administrator. The Operating Advisor may, but shall not be obligated to, revise the Operating Advisor Annual Report based on any
comments received from the Special Servicer or the Controlling Class Representative. No Operating Advisor Annual Report shall
be required from the Operating Advisor with respect to the Special Servicer if during the prior calendar year no Asset Status
Report was prepared by the Special Servicer in connection with a Specially Serviced Loan or REO Property. In addition, in the
event the Special Servicer is replaced during the prior calendar year, the Operating Advisor shall only be required to prepare
an Operating Advisor Annual Report relating to each entity that was acting as the 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.


 


Notwithstanding anything
in this Agreement to the contrary (i) the Operating Advisor’s assessment of the Special Servicer’s performance shall
be based on the provisions of this Agreement and (ii) so long as Midland Loan Services, a Division of PNC Bank, National


 






    	 	 -229-	 



     


    

 


Association
is acting as Special Servicer, then such Special Servicer shall provide the Operating Advisor reasonable access, at such Special
Servicer’s offices during normal business hours, to such Special Servicer’s policies and procedures. The Operating
Advisor will be permitted to review such policies and procedures but will not be permitted to retain hard copies and will not be
provided with any electronic copies or soft copies. The Operating Advisor shall keep all information contained in the policies
and procedures strictly confidential, except (A) the Operating Advisor may disclose such information if (i) such information becomes
generally available and known to the public other than as a result of a disclosure directly or indirectly by the Operating Advisor,
or (ii) such disclosure is required by applicable law, as evidenced by an opinion of counsel (which shall be an expense of the
Operating Advisor) delivered to the Operating Advisor and the Special Servicer and (B) the Operating Advisor may disclose a particular
portion of the policies and procedures solely when necessary to support specific conclusions concerning allegations of material
deviations from the Servicing Standard (i) in the Operating Advisor Annual Report, or (ii) in connection with a recommendation
by the Operating Advisor to replace Midland Loan Services, a Division of PNC Bank, National Association as the Special Servicer
pursuant to the provisions of this Agreement. Notwithstanding the foregoing, the Operating Advisor will be permitted to share such
information with its Affiliates and any subcontractors of the Operating Advisor to the extent reasonably necessary to perform the
Operating Advisor’s obligations under this Agreement and provided such Affiliates and subcontractors of the Operating Advisor
agree in writing prior to their receipt of such information to be bound by the same confidentiality provisions applicable to the
Operating Advisor.  The Operating Advisor’s assessment may not take into account the fact that Midland Loan Services,
a Division of PNC Bank, National Association limited the Operating Advisor’s access to such Special Servicer’s written
policies and procedures pursuant to the provisions of this Agreement. Nothing set forth herein shall limit or affect the scope
of the Operating Advisor’s platform level review in connection with its preparation of the Operating Advisor Annual Report,
provided that the Operating Advisor’s access to or reliance upon such Special Servicer’s written policies and procedures
shall be subject to the terms of this paragraph.  During any period when the Special Servicer is not Midland Loan Services,
a Division of PNC Bank, National Association, or an Affiliate of Midland Loan Services, a Division of PNC Bank, National Association,
the requirements and limitations contained in this paragraph with respect to such Special Servicer shall be null and void, and
the Operating Advisor shall have adequate and timely access to the policies and procedures of any successor special servicer as
the Operating Advisor determines necessary to fulfill its duties under this Agreement.


 


(e)            Prior to the occurrence and continuance of a Control Termination Event, the Special Servicer will forward any Appraisal
Reduction Amount and net present value calculations used in the Special Servicer’s determination of what course of action
to take in connection with the workout or liquidation of a Specially Serviced Loan to the Operating Advisor after such calculations
have been finalized. The Operating Advisor shall review such calculations but may not opine on, or otherwise call into question
such Appraisal Reduction Amount and/or net present value calculations; provided, however, if the Operating Advisor
discovers a mathematical error contained in such calculations, then the Operating Advisor shall notify the Special Servicer and
the Controlling Class Representative of such error.


 


(f)             After the occurrence and during the continuance of a Control Termination Event, after the calculation but prior to the utilization
by the Special Servicer of any of the


 






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calculations related to (i) Appraisal Reduction Amounts or (ii) net present value
used in the Special Servicer’s determination of the course of action to be taken in connection with the workout or liquidation
of 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 and verify 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.


 


In connection with this
Section 3.29, in the event the Operating Advisor does not agree with the mathematical calculations or the application
of the applicable non-discretionary portions of the formulas required to be utilized for such calculation, the Operating Advisor
and the 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 formulas in arriving at those mathematical calculations or any disagreement
within five (5) Business Days of delivery of such calculations to the Operating Advisor. 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 determine which calculation is to apply. 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 Fund. The Certificate Administrator shall be entitled
to conclusively rely on such third-party calculation.


 


(g)            After the occurrence and during the continuance of a Control Termination Event, the Special Servicer shall consult (on a
non-binding basis) with the Operating Advisor in connection with any Major Decision and consider alternative actions recommended
by the Operating Advisor, but only to the extent consultation with, or consent of, the Controlling Class Representative would have
been required prior to the occurrence and continuance of such Control Termination Event. Notwithstanding the foregoing, the Operating
Advisor will not have any of the above described consultation or other rights or obligations with respect the Hyatt Place Texas
Portfolio Whole Loan.


 


(h)            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 relating to the Operating Advisor Annual Reports
or actions by the Master Servicer or the Special Servicer as to which the Operating Advisor has consultation rights, whether or
not referenced in any Operating Advisor Annual Report and made by Privileged Persons from time to time in accordance with the terms
of Section 4.02(a) of this Agreement.


 


(i)             Subject to the Privileged Information Exception, the Operating Advisor will be obligated to keep confidential any Privileged
Information received from the Special


 






    	 	 -231-	 



     


    

 


Servicer, Controlling Class Representative or any Companion Loan Holder (or its Companion
Loan Holder Representative) in connection with the exercise of the rights of the Controlling Class Representative or Companion
Loan Holder under this Agreement (including, without limitation, in connection with the review and/or approval of any Asset Status
Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information.


 


(j)             The Operating Advisor shall keep all Privileged Information confidential and shall not disclose such Privileged Information
to any Person (including Certificateholders other than the Controlling Class Representative), other than (1) to the extent expressly
required by this Agreement, to the other parties to this Agreement with a notice indicating that such information is Privileged
Information or (2) pursuant to a Privileged Information Exception. Each party to this Agreement that receives Privileged Information
from the Operating Advisor with a notice stating that such information is Privileged Information shall not disclose such Privileged
Information to any Person without the prior written consent of the Special Servicer, the Hyatt Place Texas Portfolio Companion
Loan Holder (with respect to the Hyatt Place Texas Portfolio Whole Loan) and, unless a Consultation Termination Event has occurred
and is continuing, the Controlling Class Representative (with respect to any Mortgage Loan other than a Non-Serviced Whole Loan
and the Hyatt Place Texas Portfolio Whole Loan) other than pursuant to a Privileged Information Exception.


 


(k)            On each Master Servicer Remittance Date, the Operating Advisor shall be paid the applicable Operating Advisor Fee from amounts
on deposit in the Collection Account or the Serviced Whole Loan Custodial Account, as applicable, pursuant to Section 3.06
or Section 3.06A of this Agreement, as applicable. In addition, the Operating Advisor Consulting Fee shall be payable
to the Operating Advisor with respect to each Major Decision for which the Operating Advisor has consultation rights. Each of the
Operating Advisor Fee and the Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection Account
as provided in Section 3.06 and Section 3.06A of this Agreement (or the Serviced Whole Loan Custodial Accounts),
but with respect to the Operating Advisor Consulting Fee only to the extent such Operating Advisor Consulting Fee is actually received
from the related Mortgagor. When the Operating Advisor has consultation rights with respect to a Major Decision under this Agreement,
the Master Servicer or the Special Servicer, as applicable, shall use commercially reasonable efforts consistent with the Servicing
Standard to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision,
but only to the extent not prohibited by the Loan Documents. The Master Servicer or the Special Servicer, as applicable, may waive
or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or
partial waiver is in accordance with the Servicing Standard, but in no event shall the Master Servicer or the Special Servicer
take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection;
provided that the Master Servicer or the Special Servicer, as applicable, shall consult with the Operating Advisor prior
to any such waiver or reduction.


 


(l)             Notwithstanding anything in the Agreement to the contrary, the Operating Advisor will not have any of the above described
consultation or other rights or obligations with respect the Hyatt Place Texas Portfolio Whole Loan or any Non-Serviced Whole Loan.


 






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Section 3.30     Rating Agency Confirmation.


 


(a)             Notwithstanding the terms of any related Loan Documents or other provisions of this Agreement, if any action under any Loan
Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting
Party”) required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency
for such Rating Agency Confirmation and, within 10 Business Days of the Rating Agency Confirmation request being posted to the
Depositor’s 17g-5 Website, such Rating Agency has not granted such request, rejected such request or replied to such request
or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement
for Rating Agency Confirmation, then such Requesting Party shall be required to promptly request the related Rating Agency Confirmation
again, and if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second
request, as applicable, or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing
such request nor waiving the requirement for Rating Agency Confirmation, then: (x) with respect to any condition in any Loan
Document or related intercreditor agreement or Co-Lender Agreement requiring a Rating Agency Confirmation or any other matter under
this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) below), the Requesting
Party (or, if the Requesting Party is the related Mortgagor, then the Master Servicer (with respect to the non-Specially Serviced
Loans) or the Special Servicer (with respect to the Specially Serviced Loans and REO Mortgage Loans), as applicable) shall determine
(with the consent of the Controlling Class Representative (unless a Control Termination Event has occurred and is continuing) or,
prior to the Hyatt Place Texas Portfolio Companion Loan Securitization Date in the case of the Hyatt Place Texas Portfolio Whole
Loan, with the consent of the Hyatt Place Texas Portfolio Companion Loan Holder (or its representative)), and in any event only
in the case of actions that would otherwise be Major Decisions), which consent shall be pursued by the Special Servicer and deemed
given if such Controlling Class Representative does not respond within seven (7) Business Days of receipt of a request from
the Special Servicer to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement
and in accordance with the Servicing Standard whether such action would be in accordance with the Servicing Standard, and if the
Requesting Party (or if the Requesting Party is the related Mortgagor, then the Master Servicer or the Special Servicer, as applicable)
determines that such action would be in accordance with the Servicing Standard, except as provided in Section 3.30(b),
then the requirement to obtain a Rating Agency Confirmation shall not apply; (y) with respect to a replacement of the Master
Servicer or the Special Servicer, such condition shall be considered satisfied if (i) as certified in writing by the replacement
master servicer or special servicer, as applicable, Moody’s has not cited servicing concerns of the applicable replacement
master 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 any other CMBS
transaction that was rated by Moody’s and serviced by the applicable servicer prior to the time of determination, if Moody’s
is the non-responding Rating Agency; (ii) as certified in writing by the replacement master servicer or special servicer,
as applicable, KBRA has not cited servicing concerns of the applicable replacement master 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 any other 



 


 






    	 	 -233-	 



     


    

 


commercial mortgage backed securitization transaction
serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency; and (iii)  the
applicable replacement Master Servicer or Special Servicer is rated at least “CMS3” (in the case of the Master Servicer)
or “CSS3” (in the case of a Special Servicer), if Fitch is the non-responding Rating Agency; and (z) with respect to
a replacement or successor of the Operating Advisor, such condition shall be deemed to be waived with respect to any non-responding
Rating Agency so long as such Rating Agency has not cited concerns regarding the replacement operating advisor as the sole or material
factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securities transaction with respect
to which the replacement operating advisor acts as trust advisor or operating advisor prior to the time of determination.


 


Any Rating Agency Confirmation
request made by the Master Servicer, the Special Servicer, Certificate Administrator, Operating Advisor or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating
Agency Confirmation request, and shall contain all back-up material reasonably necessary for the Rating Agency to process such
request, subject to Section 11.13. Such written Rating Agency Confirmation request shall be provided in electronic
format in accordance with Section 11.13(b) and the Master Servicer, the Special Servicer, Certificate Administrator,
Operating Advisor or Trustee, as applicable, shall be required to send the Rating Agency Confirmation request to the Rating Agencies
in accordance with Section 11.13(b).


 


Promptly following the
Requesting Party’s (or, if the Requesting Party is the related Mortgagor, then the Master Servicer’s or the Special
Servicer’s, as applicable) determination to take any action discussed in this Section 3.30(a) without receiving
any required Rating Agency Confirmation, such Requesting Party (or the Master Servicer or the Special Servicer, as applicable)
shall provide electronic written notice in accordance with Section 11.13(b) of the action taken for the particular
item at such time and the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, shall be required
to send the Rating Agency Confirmation request to the Rating Agencies in accordance with Section 11.13(b).


 


(b)            Notwithstanding anything to the contrary in Section 3.30(a), for purposes of the provisions of any Loan Document
relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral), release
or substitution of any collateral, any Rating Agency Confirmation requirement in the related Mortgage Loan documents will not apply,
even without the determination referred to in clause (x) of the first paragraph of Section 3.30(a) above by
the Requesting Party or, if the Requesting Party is the related Mortgagor, then by the Master Servicer (with respect to non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Mortgage Loans), as applicable, provided
that the Master Servicer (with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced
Loans and REO Mortgage Loans), as applicable, shall in any event review the conditions required under the related Loan Documents
with respect to such defeasance, release or substitution and confirm to its satisfaction in


 






    	 	 -234-	 



     


    

 


accordance with the Servicing Standard
that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied).


 


(c)            For all other matters or actions (i) that are not specifically discussed in clauses (x), (y) or (z) of Section 3.30(a)
above or (ii) that are not the subject of a Rating Agency Declination, the proposed action may not be permitted to proceed
unless the applicable Requesting Party shall deliver Rating Agency Confirmation from each Rating Agency.


 


(d)            With respect to any Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating to
the servicing and administration of the related Mortgage Loan, the related Serviced Whole Loan or any related REO Property (including,
but not limited to, the replacement of the Master Servicer, the Special Servicer or a sub-servicer) (the “Relevant Action”)
requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except
as set forth below in this paragraph, such action will also require delivery of a Companion Loan Rating Agency Confirmation as
a condition precedent to such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall
be sought by the Master Servicer, Special Servicer, Trustee, Certificate Administrator, Controlling Class Representative or applicable
Certificateholders, as applicable, depending on whichever such party is seeking the corresponding Rating Agency Confirmation(s)
in connection with the Relevant Action. The requirement to obtain a Companion Loan Rating Agency Confirmation with respect to any
Serviced Companion Loan Securities will be subject to, will be permitted to be waived by the Master Servicer and the Special Servicer
on, and will be deemed to be satisfied or not to apply on, the same terms and conditions applicable to obtaining Rating Agency
Confirmations, as set forth in this Agreement; provided, that the Master Servicer, Special Servicer, Trustee, Certificate
Administrator, Controlling Class Representative or applicable Certificateholders, as applicable, depending on which is seeking
the subject Companion Loan Rating Agency Confirmation, shall forward to one or more of its counterpart (i.e., the master servicer,
special servicer, trustee or certificate administrator, if and as applicable), the Rule 17g-5 information provider for the Other
Securitization Trust, or such other party or parties (as are agreed to by the Master Servicer, Special Servicer, Trustee, Certificate
Administrator, Controlling Class Representative or applicable Certificateholders, as applicable, and the applicable parties for
the related Other Securitization Trust), at the expense of the Other Securitization Trust to the extent not borne by the related
Mortgagor, and in such format as the sender and recipient may reasonably agree, (i) the request for such Companion Loan Rating
Agency Confirmation at least two (2) Business Days before it is sent to the applicable Companion Loan Rating Agency, (ii) all materials
forwarded to the Depositor under this Agreement for posting on the Depositor’s 17g-5 Website in connection with seeking the
Rating Agency Confirmation(s) for the applicable Relevant Action at approximately the same time that such materials are forwarded
to the Depositor, and (iii) any other materials that the applicable Companion Loan Rating Agency may reasonably request in connection
with such Companion Loan Rating Agency Confirmation promptly following such request.


 


(e)            Each of the Master Servicer and the Certificate Administrator shall, promptly following receipt of written request from
the Special Servicer, provide to the Special Servicer the contact information for an Other Master Servicer, an Other Special Servicer,
an


 






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Other Trustee, an Other Certificate Administrator and the Rule 17g-5 information provider for an Other Securitization Trust,
in each case to the extent known to it.


 


Section 3.31     General
Acknowledgement Regarding Companion Loan Holders. Each Certificateholder acknowledges and agrees, by its acceptance of its
Certificates, that: (i) each Companion Loan Holder may have special relationships and interests that conflict with those
of Holders of one or more Classes of Certificates; (ii) each Companion Loan Holder may act solely in its own interests; (iii) no
Companion Loan Holder has any duty to the Holders of any Class of Certificates; and (iv) no Companion Loan Holder shall
have any liability whatsoever for having so acted in its own interests, and no Certificateholder may take any action whatsoever
against any Companion Loan Holder or any director, officer, employee, manager, member, agent or principal thereof for such Companion
Loan Holder’s having so acted in its own interests.


 


Article IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section 4.01     Distributions.


 


(a)             (i)  On each Master Servicer Remittance Date, the Master Servicer shall make the remittances and deposits specified
in the first paragraph of Section 4.06(a) of this Agreement. On each Master Servicer Remittance Date in March of any
calendar year, the Certificate Administrator shall withdraw from the Interest Reserve Account the related Withheld Amounts pursuant
to Section 3.23 of this Agreement, and shall deposit any such amounts in the Lower-Tier Distribution Account. On each
Distribution Date, the amounts that have been transferred to the Lower-Tier Distribution Account from the Collection Account or
as P&I Advances or Compensating Interest Payments or pursuant to the preceding two sentences shall be deemed distributed on
the Lower-Tier Regular Interests to the Upper-Tier REMIC in accordance with Section 4.01(a)(ii) and Section 4.01(c)(ii)
of this Agreement. Thereafter, such amounts shall be considered to be held in the Upper-Tier Distribution Account until distributed
to the Certificateholders.


 


(ii)           
All distributions made in respect of interest on any Class of Regular Certificates (other than the Class X Certificates)
and any Class PEZ Regular Interest on each Distribution Date pursuant to Section 4.01(b),  Section 4.01(d)
or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC
in respect of its Corresponding Lower-Tier Regular Interest set forth in the Preliminary Statement hereto. All distributions made
in respect of the Class X Certificates on each Distribution Date pursuant to Section 4.01(b), Section 4.01(d)
and Section 9.01, and allocable to any particular Component of such Class of Certificates in accordance with
the last paragraph of Section 4.01(b), shall be deemed to have first been distributed from the Lower-Tier REMIC to
the Upper-Tier REMIC in respect of such Component’s Corresponding Lower-Tier Regular Interest. All distributions made in
respect of principal of any Class of Regular Certificates (other than the Class X Certificates) and any Class PEZ
Regular Interest on each Distribution Date pursuant to Section 4.01(b), Section 4.01(d) or Section 9.01
shall be deemed to have first been


 






    	 	 -236-	 



     


    

 


distributed
from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding Lower-Tier Regular Interest set forth in the
Preliminary Statement hereto. All distributions of reimbursements of Realized Losses made in respect of any Class of Regular
Certificates (other than the Class X Certificates) and any Class PEZ Regular Interest on each Distribution Date pursuant
to Section 4.01(b), Section 4.01(d) or Section 9.01 shall be deemed to have first been distributed
from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding Lower-Tier Regular Interest. For the avoidance
of doubt, (i) reimbursements of Realized Losses on the Class A-S Certificates and the Class PEZ Component A-S of
the Class PEZ Certificates under this Section 4.01(a) shall be deemed to have been first distributed in respect
of the Class LA-S Interest to the Upper-Tier REMIC in respect of the Class A-S Regular Interest, (ii) reimbursements
of Realized Losses on the Class B Certificates and the Class PEZ Component B of the Class PEZ Certificates under
this Section 4.01(a) shall be deemed to have been first distributed in respect of the Class LB Interest to the
Upper-Tier REMIC in respect of the Class B Regular Interest and (iii) reimbursements of Realized Losses on the Class C
Certificates and the Class PEZ Component C of the Class PEZ Certificates under this Section 4.01(a) shall
be deemed to have been first distributed in respect of the Class LC Interest to the Upper-Tier REMIC in respect of the Class C
Regular Interest.


 


On each Distribution Date, the Class R
Certificates shall receive distributions of any amounts remaining in the Lower-Tier Distribution Account in respect of the Lower-Tier
Residual Interest after all payments have been made to the Certificate Administrator on behalf of the Trustee as the holder of
the Lower-Tier Regular Interests in accordance with this Section 4.01(a)(ii) and Section 4.01(c)(ii).


 


(b)         
On each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier Distribution Account the amounts
on deposit in the Upper-Tier Distribution Account in respect of interest, principal and reimbursement of Realized Losses, to the
extent of Available Funds, and distribute such amounts to the Holders of each Class of Certificates (other than the Exchangeable
Certificates and the Class S Certificates) and to the Exchangeable Distribution Account in respect of the Class PEZ Regular
Interests in the amounts and in the order of priority set forth below:


 


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


 


(ii)          to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates in
reduction of the Certificate Principal Amounts thereof in the following priority:


 


(A)             
to the Holders of the Class A-AB Certificates, in an amount equal to the lesser of the Principal Distribution Amount
for such Distribution Date and the amount necessary to reduce the aggregate Certificate Principal Amount of the Class A-AB
Certificates to the Class A-AB Scheduled Principal Balance for such Distribution Date;


 






    	 	 -237-	 



     


    




 


(B)             
to the Holders of the Class A-1 Certificates, in an amount equal to the Principal Distribution Amount for such Distribution
Date remaining after payments pursuant to clause (A) above until the outstanding Certificate Principal Amount of the Class A-1
Certificates has been reduced to zero;


 


(C)             
to the Holders of the Class A-2 Certificates, in an amount equal to the Principal Distribution Amount for such Distribution
Date remaining after payments pursuant to clauses (A) and (B) above until the outstanding Certificate Principal Amount of
the Class A-2 Certificates has been reduced to zero;


 


(D)             
to the Holders of the Class A-3 Certificates, in an amount equal to the Principal Distribution Amount for such Distribution
Date remaining after payments pursuant to clauses (A) through (C) above until the outstanding Certificate Principal Amount
of the Class A-3 Certificates has been reduced to zero;


 


(E)              
to the Holders of the Class A-4 Certificates, in an amount equal to the Principal Distribution Amount for such Distribution
Date remaining after payments pursuant to clauses (A) through (D) above until the outstanding Certificate Principal Amount
of the Class A-4 Certificates has been reduced to zero; and


 


(F)              
to the Holders of the Class A-AB Certificates, in an amount equal to the Principal Distribution Amount for such Distribution
Date remaining after payments pursuant to clauses (A) through (E) above until the outstanding Certificate Principal Amount
of the Class A-AB Certificates has been reduced to zero;


 


(iii)        
to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates,
up to an amount equal to, and pro rata based upon, the aggregate unreimbursed Realized Losses previously allocated to each
such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class;


 


(iv)        
to the Class A-S Regular Interest, in respect of interest, up to an amount equal to the Interest Distribution Amount
for the Class A-S Regular Interest;


 


(v)         
to the Class A-S Regular Interest, in reduction of the Certificate Principal Amount thereof, up to an amount equal
to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Principal Amount of the Class A-S Regular Interest is reduced to zero;


 


(vi)        
to the Class A-S Regular Interest, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to the Class A-S Regular Interest, plus interest thereon at the Pass-Through Rate for the Class A-S Regular
Interest


 






    	 	 -238-	 



     


    

 


compounded
monthly from the date the related Realized Loss was allocated to the Class A-S Regular Interest;


 


(vii)         
to the Class B Regular Interest, in respect of interest, up to an amount equal to the Interest Distribution Amount
for the Class B Regular Interest;


 


(viii)        
to the Class B Regular Interest, in reduction of the Certificate Principal Amount thereof, up to an amount equal to
the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Principal Amount of the Class B Regular Interest is reduced to zero;


 


(ix)          
to the Class B Regular Interest, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to the Class B Regular Interest, plus interest thereon at the Pass-Through Rate for the Class B Regular Interest
compounded monthly from the date the related Realized Loss was allocated to the Class B Regular Interest;


 


(x)           
to the Class C Regular Interest, in respect of interest, up to an amount equal to the Interest Distribution Amount
for the Class C Regular Interest;


 


(xi)          
to the Class C Regular Interest, in reduction of the Certificate Principal Amount thereof, up to an amount equal to
the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Principal Amount of the Class C Regular Interest is reduced to zero;


 


(xii)         
to the Class C Regular Interest, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to the Class C Regular Interest, plus interest thereon at the Pass-Through Rate for the Class C Regular Interest
compounded monthly from the date the related Realized Loss was allocated to the Class C Regular Interest;


 


(xiii)        
to the Holders of the Class D and Class X-D Certificates, in respect of interest, up to an amount equal to, and pro
rata in accordance with, the respective Interest Distribution Amounts for those Classes;


 


(xiv)        
to the Holders of the Class D Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount
equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero;


 


(xv)         
to the Holders of the Class D Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses
previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from
the date the related Realized Loss was allocated to such Class;


 






    	 	 -239-	 



     


    

 


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


 


(xvii)       
to the Holders of the Class E Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount
equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero;


 


(xviii)      
to the Holders of the Class E Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses
previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from
the date the related Realized Loss was allocated to such Class;


 


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


 


(xx)          
to the Holders of the Class F Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount
equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero;


 


(xxi)         
to the Holders of the Class F Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses
previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from
the date the related Realized Loss was allocated to such Class;


 


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


 


(xxiii)       
to the Holders of the Class G Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount
equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero;


 


(xxiv)       
to the Holders of the Class G Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses
previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from
the date the related Realized Loss was allocated to such Class; and


 


(xxv)        
to the Holders of the Class R Certificates in respect of the Upper-Tier REMIC Residual Interest, any amounts remaining
in the Upper-Tier Distribution Account.


 


Notwithstanding the foregoing,
on each Distribution Date occurring on and after the Cross-Over Date, in place of the allocation of principal payments described
in priority (ii)


 






    	 	 -240-	 



     


    

 


above, remaining Available Funds at such level shall be distributed up to an amount equal to the Principal Distribution
Amount for such Distribution Date to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates,
pro rata, based on their respective Certificate Principal Amounts, in reduction of their respective Certificate Principal
Amounts (and the schedule for the Class A-AB principal distributions shall be disregarded). Any remaining Available Funds
will then be allocated as provided in priorities (iii) through (xxv) above.


 


All distributions of
interest made in respect of a Class of the Class X Certificates on any Distribution Date pursuant to clause (b)(i)
above or Section 4.01(d), shall be deemed to have been made in respect of all the Components of such Class, pro
rata in accordance with the respective amounts of interest that would be payable on such Components on such Distribution Date
based on one-twelfth of the Class X Strip Rate of such Component multiplied by its respective Component Notional Amount, reduced
by its share of any Excess Prepayment Interest Shortfall for such Distribution Date, together with any amounts thereof remaining
unpaid from previous Distribution Dates.


 


(c)            (i) On any Distribution Date, any Yield Maintenance Charge collected on the Mortgage Loans as of the related Determination
Date shall be distributed to Holders of the Classes of Certificates as follows: (a) pro rata, between (i) the group (the
“YM Group A”) of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class X-A
Certificates and the Class A-S Regular Interest (and correspondingly the Class A-S and Class PEZ Certificates, pro
rata based on their respective percentage interests in the Class A-S Regular Interest) and (ii) the group (the “YM
Group B” and collectively with the YM Group A, the “YM Groups”) of the Class D and
Class X-B Certificates, the Class B Regular Interest (and correspondingly the Class B and Class PEZ Certificates,
pro rata based on their respective percentage interests in the Class B Regular Interest) and the Class C Regular
Interest (and correspondingly the Class C and Class PEZ Certificates, pro rata based on their respective percentage
interests in the Class C Regular Interest), based upon the aggregate amount of principal distributed to the Classes of Sequential
Pay Certificates (exclusive of the Exchangeable Certificates) and/or Class PEZ Regular Interest(s) (and, therefore, the applicable
Classes of Exchangeable Certificates) in each YM Group on such Distribution Date; and (b) as among the respective Classes
of Sequential Pay Certificates (exclusive of the Exchangeable Certificates) and Class PEZ Regular Interest(s) in each YM Group
in the following manner: (1) the holders of each Class of Sequential Pay Certificates (exclusive of the Exchangeable Certificates)
and Class PEZ Regular Interest (and, therefore, the applicable Classes of Exchangeable Certificates) in such YM Group will
be entitled to receive on each Distribution Date an amount of such Yield Maintenance Charge equal to the product of (x) a
fraction, the numerator of which is the amount distributed as principal to such Class of Sequential Pay Certificates or Class PEZ
Regular Interest on such Distribution Date, and the denominator of which is the total amount of principal distributed to all of
the Sequential Pay Certificates (exclusive of the Exchangeable Certificates) and Class PEZ Regular Interests in such YM Group
on such Distribution Date, (y) the Base Interest Fraction for the related Principal Prepayment and such Class of Certificates
or Class PEZ Regular Interest and (z) the portion of such Yield Maintenance Charge allocated to such YM Group, and (2) the
portion of such Yield Maintenance Charge allocated to such YM Group remaining after such distributions will be distributed to the
Class of Class X Certificates in such YM Group.   If there is more than one Class of Sequential Pay Certificates
(exclusive of the Exchangeable Certificates) and/or Class PEZ Regular Interest (and, therefore, the applicable Classes of


 






    	 	 -241-	 



     


    

 


 Exchangeable Certificates) in either YM Group entitled to distributions of principal on any particular Distribution Date on which
Yield Maintenance Charges are distributable to such Class(es) of Certificates and/or Class PEZ Regular Interest(s), the aggregate
amount of such Yield Maintenance Charges will be allocated among all such Classes of Sequential Pay Certificates (exclusive of
the Exchangeable Certificates) and/or Class PEZ Regular Interests (and, therefore, the applicable Classes of Exchangeable
Certificates) up to, and on a pro rata basis in accordance with, their respective entitlements in those Yield Maintenance
Charges in accordance with the first sentence of this paragraph.


 


On each Distribution
Date, any Yield Maintenance Charges distributed in respect of the Class A-S Regular Interest shall be further allocated between
and distributed on the Class A-S Certificates and the Class PEZ Component A-S (and correspondingly on the Class PEZ
Certificates), pro rata in proportion to the Class A-S Percentage Interest and Class A-S-PEZ Percentage Interest,
respectively. On each Distribution Date, any Yield Maintenance Charges distributed in respect of the Class B Regular Interest
shall be further allocated between and distributed on the Class B Certificates and the Class PEZ Component B (and correspondingly
on the Class PEZ Certificates), pro rata in proportion to the Class B Percentage Interest and Class B-PEZ
Percentage Interest, respectively. On each Distribution Date, any Yield Maintenance Charges distributed in respect of the Class C
Regular Interest shall be further allocated between and distributed on the Class C Certificates and the Class PEZ Component
C (and correspondingly on the Class PEZ Certificates), pro rata in proportion to the Class C Percentage Interest
and Class C-PEZ Percentage Interest, respectively.


 


After the Distribution
Date on which the Certificate Principal Amounts of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB
and Class D Certificates and the Class PEZ Regular Interests have been reduced to zero, all Yield Maintenance Charges
collected with respect to the Mortgage Loans will be distributed pro rata to the Holders of the Class X-B Certificates.


 


(ii)           
Any Yield Maintenance Charge that is to be distributed to the Regular Certificates or Class PEZ Regular Interests
on any Distribution Date shall be deemed distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier
Regular Interests then receiving a principal distribution, pro rata, based on the respective amounts of those principal
distributions.


 


(d)            On each Distribution Date, the Certificate Administrator shall withdraw amounts from the Excess Liquidation Proceeds Reserve
Account and shall distribute such amounts in the following priority:


 


(i)            
first, to the Holders of the Regular Certificates and Class PEZ Regular Interests (in the same order as distributions
are made pursuant to Section 4.01(b) of this Agreement) up to an amount equal to all amounts remaining due and
payable on the Regular Certificates and Class PEZ Regular Interests in accordance with Section 4.01(b) of this
Agreement, and any Realized Loss allocable to such Certificates or Class PEZ Regular Interests, after application of the
Available Funds for such Distribution Date; and


 






    	 	 -242-	 



     


    

 


(ii)           
second, to the Holders of the Class R Certificates, in accordance with the last sentence of Section 3.05(c)
of this Agreement.


 


Amounts paid with respect
to the Mortgage Loans from the Excess Liquidation Proceeds Account pursuant to the preceding clause (i) shall first be
deemed to have been distributed to reimburse the Lower-Tier REMIC in respect of any Realized Losses or other shortfalls allocated
to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests in reimbursement of Realized Losses previously allocated
thereto and payment of other amounts due thereon.


 


(e)            On each Distribution Date, following the deemed distributions of principal or in reimbursement of previously allocated Realized
Losses made in respect of the Lower-Tier Regular Interests pursuant to Section 4.01(a)(ii), the Lower-Tier Principal
Balance of each Lower-Tier Regular Interest (after taking account of such deemed distributions) shall be reduced as a result
of Realized Losses to equal the Certificate Principal Amount of the Class of Corresponding Certificates that will be outstanding
immediately following such Distribution Date.


 


(f)             The Certificate Principal Amount of each Class of Regular Certificates (other than the Class X Certificates) and
each Class PEZ Regular Interest will be reduced without distribution on any Distribution Date, as a write-off, to the extent
of any Realized Loss (for purposes of this calculation only, not giving effect to any reductions of the Stated Principal Balance
for payments of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement Amounts
pursuant to Section 3.06 of this Agreement to the extent such Workout-Delayed Reimbursement Amounts are not otherwise
determined to be Nonrecoverable Advances) allocated to such Class of Certificates or Class PEZ Regular Interest
on such Distribution Date. Any such write-offs will be applied to the following Classes of Regular Certificates or Class PEZ
Regular Interests in the following order, until the Certificate Principal Amount of each such Class of Certificates or Class PEZ
Regular Interest is reduced to zero; first, to the Class G Certificates; second, to the Class F Certificates;
third, to the Class  E Certificates; fourth, to the Class D Certificates, fifth, to the Class C
Regular Interest (and correspondingly, the Class C Certificates and the Class PEZ Component C, pro rata based
on their respective percentage interests therein); sixth, to the Class B Regular Interest (and correspondingly, the
Class B Certificates and the Class PEZ Component B, pro rata based on their respective percentage interests therein);
seventh, to the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and the Class PEZ
Component A-S, pro rata based on their respective percentage interests therein); and, finally, pro rata to the (i) Class A-1
Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates,
and (v)  Class A-AB Certificates based on their respective Certificate Principal Amounts. Any amounts recovered
in respect of any amounts previously written off as Realized Losses will be distributed to the Classes of Certificates and Class PEZ
Regular Interests to which Realized Losses have been allocated in order of their seniority and shall be deemed to be distributed
to the Corresponding Lower-Tier Regular Interests (and any amounts so distributed on any Class PEZ Regular Interest shall
be deemed to be distributed on the Class of Class A-S, Class B or Class C Certificates corresponding to that
Class PEZ Regular Interest and the corresponding Class PEZ Component of the Class PEZ Certificates, pro rata
based on their respective percentage interests in such Class PEZ Regular Interest). Reimbursement of previously allocated
Realized Losses


 






    	 	 -243-	 



     


    

 


will not constitute distributions of principal for any purpose and will not result in an additional reduction in
the Certificate Principal Amount of the Class of Certificates or Class PEZ Regular Interest in respect of which any such
reimbursement is made. To the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections
on the Mortgage Loans (including REO Mortgage Loans) and previously resulted in a reduction of the Principal Distribution Amount
are subsequently recovered on the related Mortgage Loan or REO Property, the amount of such recovery (plus interest thereon that
would have accrued on the amount of such recovery had such Certificate Principal Amount not been reduced in the first place from
the time that the Realized Loss relating to such recovery resulted in a write-down of the Certificate Principal Amount of the applicable
Class of Certificates until the time that the recovery of Realized Loss increased such Certificate Principal Amount) will
be added to the Certificate Principal Amount of the Class or Classes of Regular Certificates (other than the Class X
Certificates) or Class PEZ Regular Interest that previously were allocated Realized Losses, in the same sequential order as
distributions pursuant to Section 4.01(b) of this Agreement, in each case up to the amount of the unreimbursed Realized
Losses allocated to such Class of Certificates or Class PEZ Regular Interest (and, to the extent that the Certificate
Principal Amount of any Class of Regular Certificates or Class PEZ Regular Interest is so increased, an identical increase
shall be deemed made to the Lower-Tier Principal Balance of the Corresponding Lower-Tier Regular Interest). If the Certificate
Principal Amount of any Class of Regular Certificates or Class PEZ Regular Interest (or the Lower-Tier Principal Balance
of any Lower-Tier Regular Interest) is so increased, the amount of unreimbursed Realized Losses of such Class of Certificates
or Class PEZ Regular Interest (or such Lower-Tier Regular Interest, as the case may be) shall be decreased by such amount.


 


The Notional Amount of
the Class X-A Certificates and the Class X-A Components will be reduced to reflect reductions of the Certificate Principal
Amounts of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates and the Class A-S
Regular Interest and of the Lower-Tier Principal Balances of the Corresponding Lower-Tier Regular Interests resulting from allocations
of Realized Losses. The Notional Amount of the Class X-B Certificates and the Class X-B Component will be reduced to
reflect reductions of the Certificate Principal Amount of the Class B Regular Interest and of the Lower-Tier Principal Balance
of the Corresponding Lower-Tier Regular Interest resulting from allocations of Realized Losses. The Notional Amount of the Class
X-D Certificates and the Class X-D Component will be reduced to reflect reductions of the Certificate Principal Amount of the Class
D Certificates and of the Lower-Tier Principal Balance of the Corresponding Lower-Tier Regular Interest resulting from allocations
of Realized Losses.


 


(g)            All amounts distributable, or reductions allocable on account of Realized Losses to a Class of Certificates pursuant
to this Section 4.01 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
other than the Termination Date to each Certificateholder of record on the related Record Date (a) 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, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five
(5) Business Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final
distribution on each Certificate shall be made in like manner, but


 






    	 	 -244-	 



     


    

 


only upon presentment and surrender of such Certificate at the
office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such
agent) that is specified in the notice to Certificateholders of such final distribution. The Certificate Administrator shall
be responsible for making all distributions on the Certificates contemplated hereunder.


 


(h)            Except as otherwise provided in Section 9.01 with respect to an Anticipated Termination Date, the Certificate
Administrator shall, no later than the fifteenth day of the month preceding the month in which the final distribution with respect
to any Class of Certificates is expected to be made (or, if the Certificate Administrator has not received notice of such
Anticipated Termination Date by such time, promptly following the Certificate Administrator’s receipt of such notice), 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 will 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 Class of Certificates,
or on the Corresponding Lower-Tier Regular Interest, from and after such Distribution Date;


 


provided, however, that the
Class R Certificates shall remain outstanding until there is no other Class of Certificates outstanding.


 


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 4.01(h) 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. If within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Certificate
Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter hold such amounts
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 and, subject to applicable
law, distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust hereunder or by the Certificate


 






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Administrator as a result of such Certificateholder’s failure
to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h). Any funds not
distributed on such Distribution Date shall be set aside and held uninvested in trust for the benefit of Certificateholders not
presenting and surrendering their Certificates in the aforesaid manner.


 


(i)              [Reserved].


 


(j)              The Excess Prepayment Interest Shortfall, if any, for each Distribution Date will be allocated among the various Classes
of Regular Certificates, the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and the Class PEZ
Component A-S, pro rata based on their respective percentage interests therein), the Class B Regular Interest (and
correspondingly, the Class B Certificates and the Class PEZ Component B, pro rata based on their respective percentage
interests therein) and the Class C Regular Interest (and correspondingly, the Class C Certificates and the Class PEZ
Component C, pro rata based on their respective percentage interests therein), pro rata, based upon the respective
Interest Accrual Amounts with respect to such Classes of Regular Certificates and Class PEZ Regular Interests for such Distribution
Date. The portion of any Excess Prepayment Interest Shortfall for any Distribution Date so allocable to a Class of Class X
Certificates shall, in turn, be allocated among the various Components of such Class of Class X Certificates, pro
rata, based upon the respective amounts of Accrued Component Interest with respect to such Components for such Distribution
Date. The portion of any Excess Prepayment Interest Shortfall for any Distribution Date so allocated to any Class of Regular
Certificates, any Class PEZ Regular Interest or any Component of a Class of Class X Certificates shall be deemed
to have first been allocated to the Corresponding Lower-Tier Regular Interest for such Class of Regular Certificates, Class PEZ
Regular Interest or Component, as applicable.


 


(k)             On each Distribution Date, any Excess Interest received during the related Prepayment Period with respect to any ARD Loan
shall be distributed to the Holders of the Class S Certificates from the Excess Interest Distribution Account.


 


(l)             Amounts distributed on the Class PEZ Regular Interests pursuant to Section 4.01(b) and Section 4.01(d)
shall be further distributed from the Exchangeable Distribution Account to the Holders of the Exchangeable Certificates as set
forth below:


 


(i)             On each Distribution Date, simultaneously with the distributions made on the Class A-S Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class A-S Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class A-S Certificates and the Class PEZ Certificates in the
following amounts and in the following order of priority:


 


 (A)             
first, concurrently, to the Holders of the Class A-S Certificates in respect of interest, up to an amount equal
to the Class A-S Percentage Interest of the amount distributed in respect of interest on the Class A-S Regular Interest
under Section 4.01(b)(iv), and to the Holders of the Class PEZ Certificates in respect of interest on Class PEZ
Component A-S, up to an amount equal to the Class A-S-PEZ Percentage Interest of the amount distributed in respect of interest
on the Class A-S Regular Interest under Section 4.01(b)(iv);


 






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(B)             
second, concurrently, to the Holders of the Class A-S Certificates in respect of principal, up to an amount
equal to the Class A-S Percentage Interest of the amount distributed in respect of principal on the Class A-S Regular
Interest under Section 4.01(b)(v), and to the Holders of the Class PEZ Certificates in respect of principal on Class PEZ
Component A-S, up to an amount equal to the Class A-S-PEZ Percentage Interest of the amount distributed in respect of principal
on the Class A-S Regular Interest under Section 4.01(b)(v); and


 


(C)             
third, concurrently, to the Holders of the Class A-S Certificates in respect of unreimbursed Realized Losses,
up to an amount equal to the Class A-S Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses
on the Class A-S Regular Interest under Section 4.01(b)(vi), and to the Holders of the Class PEZ Certificates
in respect of unreimbursed Realized Losses on Class PEZ Component A-S, up to an amount equal to the Class A-S-PEZ Percentage
Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-S Regular Interest under Section 4.01(b)(vi).


 


(ii)            On each Distribution Date, simultaneously with the distributions made on the Class B Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class B Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class B Certificates and the Class PEZ Certificates in the following
amounts and in the following order of priority:


 


(A)             
first, concurrently, to the Holders of the Class B Certificates in respect of interest, up to an amount equal
to the Class B Percentage Interest of the amount distributed in respect of interest on the Class B Regular Interest under
Section 4.01(b)(vii), and to the Holders of the Class PEZ Certificates in respect of interest on Class PEZ
Component B, up to an amount equal to the Class B-PEZ Percentage Interest of the amount distributed in respect of interest
on the Class B Regular Interest under Section 4.01(b)(vii);


 


(B)             
second, concurrently, to the Holders of the Class B Certificates in respect of principal, up to an amount equal
to the Class B Percentage Interest of the amount distributed in respect of principal on the Class B Regular Interest
under Section 4.01(b)(viii), and to the Holders of the Class PEZ Certificates in respect of principal on Class PEZ
Component B, up to an amount equal to the Class B-PEZ Percentage Interest of the amount distributed in respect of principal
on the Class B Regular Interest under Section 4.01(b)(viii); and


 


(C)             
third, concurrently, to the Holders of the Class B Certificates in respect of unreimbursed Realized Losses,
up to an amount equal to the Class B Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses
on the Class B Regular Interest under Section 4.01(b)(ix), and to the Holders of the Class PEZ Certificates
in respect of unreimbursed Realized Losses on Class PEZ Component B, up to an amount equal to the Class B-PEZ Percentage
Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class B Regular Interest under Section 4.01(b)(ix).


 






    	 	 -247-	 



     


    




 


(iii)         On each Distribution Date, simultaneously with the distributions made on the Class C Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class C Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class C Certificates and the Class PEZ Certificates in the following
amounts and in the following order of priority:


 


(A)             
first, concurrently, to the Holders of the Class C Certificates in respect of interest, up to an amount equal
to the Class C Percentage Interest of the amount distributed in respect of interest on the Class C Regular Interest under
Section 4.01(b)(x), and to the Holders of the Class PEZ Certificates in respect of interest on Class PEZ
Component C, up to an amount equal to the Class C-PEZ Percentage Interest of the amount distributed in respect of interest
on the Class C Regular Interest under Section 4.01(b)(x);


 


(B)             
second, concurrently, to the Holders of the Class C Certificates in respect of principal, up to an amount equal
to the Class C Percentage Interest of the amount distributed in respect of principal on the Class C Regular Interest
under Section 4.01(b)(xi), and to the Holders of the Class PEZ Certificates in respect of principal on Class PEZ
Component C, up to an amount equal to the Class C-PEZ Percentage Interest of the amount distributed in respect of principal
on the Class C Regular Interest under Section 4.01(b)(xi); and


 


(C)             
third, concurrently, to the Holders of the Class C Certificates in respect of unreimbursed Realized Losses,
up to an amount equal to the Class C Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses
on the Class C Regular Interest under Section 4.01(b)(xii), and to the Holders of the Class PEZ Certificates
in respect of unreimbursed Realized Losses on Class PEZ Component C, up to an amount equal to the Class C-PEZ Percentage
Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class C Regular Interest under Section 4.01(b)(xii).


 


(iv)          The various amounts distributable on the Class PEZ Certificates on each Distribution Date under the foregoing subsections
of this Section 4.01(j) shall be so distributed in a single, aggregate distribution.


 


(m)           The various amounts distributable on the Class PEZ Certificates on each Distribution Date under Article IV in
respect of amounts allocated to any of the Class PEZ Components pursuant to the terms of this Agreement shall be so distributed
in a single, aggregate distribution to the Holders of the Class PEZ Certificates on such Distribution Date. In addition, the
Class PEZ Certificates shall be allocated the aggregate amount of Realized Losses, Prepayment Interest Shortfalls and other
interest shortfalls (including those resulting from Appraisal Reduction Events) that are allocated to the Class PEZ Components
pursuant to the terms of this Agreement.


 






    	 	 -248-	 



     


    



 


 Section 4.02   
Statements to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer.


 


(a)         
Based on information received from the Master Servicer and any other applicable Persons, on each Distribution Date, the
Certificate Administrator shall provide or make available a report, including reports in substantially the form attached hereto
as Exhibit D (the “Distribution Date Statement”), setting forth, among other things, the following
information:


 


(A)
          the amount of distributions, if any, made on such Distribution Date to the holders of each Class of Certificates (other
than the Class X and Class R Certificates) applied to reduce the respective Certificate Principal Amount thereof;


 


(B)            the
amount of distributions, if any, made on such Distribution Date to the Holders of each Class of Certificates allocable to
(A) Interest Distribution Amount, (B) Yield Maintenance Charges and (C) Excess Interest;


 


(C)           
the amount of any distributions made on such Distribution Date to the Holders of the Class R Certificates;


 


(D)          
the aggregate amount of outstanding P&I Advances with respect to each Mortgage Loan, as of the related Determination
Date, and the total outstanding other or miscellaneous advances (excluding P&I Advances and tax and insurance advances) with
respect to each Mortgage Loan, as of the related Determination Date;


 


(E)           
the aggregate amount of Servicing Fees retained by or paid to the Master Servicer and Special Servicing Compensation retained
by or paid to the Special Servicer in respect of the related Collection Period;


 


(F)           
the aggregate Stated Principal Balance of the Mortgage Loans immediately before and after such Distribution Date and the
percentage of the Cut-Off Date Principal Balance of the Mortgage Loans which remains outstanding immediately after such Distribution
Date;


 


(G)            the number, aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Loan
Rate of the outstanding Mortgage Loans, at the close of business on the related Determination Date;


 


(H)           
as of the Determination Date, the number and aggregate unpaid principal balance of Mortgage Loans (A) delinquent one
month, (B) delinquent two months, (C) delinquent three or more months, (D) that are Specially Serviced Loans but
are not delinquent or (E) as to which foreclosure proceedings have been commenced;


 



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(I)            
the aggregate Stated Principal Balance of Mortgage Loans as to which the related Mortgagor is subject or is expected to
be subject to a bankruptcy proceeding;


 


(J)            
with respect to any Mortgage Loan as to which the related Mortgaged Property became an REO Property (including with respect
to the Non-Serviced Mortgage Loans) during the related Prepayment Period, the Stated Principal Balance and unpaid principal balance
of such Mortgage Loan as of the date such Mortgaged Property became an REO Property and the most recently determined Appraised
Value and date upon which the Appraisal was performed;


 


(K)          
as to any Mortgage Loan repurchased, substituted for or otherwise liquidated or disposed of during the related Prepayment
Period, the Loan Number thereof and the amount of any Liquidation Proceeds and/or other amounts, if any, received thereon during
the related Prepayment Period and the portion thereof included in the Available Funds for such Distribution Date;


 


(L)           
with respect to any REO Property (including with respect to the Non-Serviced Mortgage Loans) included in the Trust Fund
as of the close of business on the last day of the related Prepayment Period, the Loan Number of the related Mortgage Loan, the
book value of such REO Property and the amount of any income collected with respect to such REO Property (net of related expenses)
and other amounts, if any, received on such REO Property during the related Prepayment Period and the portion thereof included
in the Available Funds for such Distribution Date and the most recently determined Appraised Value and date upon which the Appraisal
was performed;


 


(M)         
with respect to any REO Property (including with respect to the Non-Serviced Mortgage Loans) sold or otherwise disposed
of during the related Prepayment Period, the Loan Number of the related Mortgage Loan, and the amount of Liquidation Proceeds and
other amounts, if any, received in respect of such REO Property during the related Prepayment Period, the portion thereof included
in the Available Funds for such Distribution Date and the balance of the Excess Liquidation Proceeds Reserve Account for such Distribution
Date;


 


(N)          
the Interest Distribution Amount in respect of each Class of Regular Certificates and Class PEZ Regular Interest
for such Distribution Date;


 


(O)          
any unpaid Interest Distribution Amount in respect of each Class of Regular Certificates and Class PEZ Regular
Interest after giving effect to the distributions made on such Distribution Date;


 


(P)           
the Pass-Through Rate for each Class of Regular Certificates and Class PEZ Regular Interest for such Distribution
Date;


 


(Q)          
the original Certificate Principal Amount or Notional Amount as of the Closing Date and the Certificate Principal Amount
or Notional Amount, as the case may be, of each Class of Regular Certificates and each Class PEZ Regular


 



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Interest immediately
before and immediately after such Distribution Date, separately identifying any reduction in the Certificate Principal Amount or
Notional Amount, as the case may be, of each such Class or Class PEZ Regular Interest due to Realized Losses;


 


(R)           
the Certificate Factor for each Class of Regular Certificates or Class PEZ Regular Interest immediately following
such Distribution Date;


 


(S)           
the Principal Distribution Amount for such Distribution Date;


 


(T)           
the aggregate amount of Principal Prepayments made during the related Prepayment Period, and the aggregate amount of any
Prepayment Interest Excesses received and Prepayment Interest Shortfalls incurred in connection therewith;


 


(U)           
the aggregate amount of losses on Mortgage Loans and Additional Trust Fund Expenses, if any, incurred with respect to the
Trust Fund during the related Prepayment Period, and any Realized Loss for such Distribution Date;


 


(V)          
any Appraisal Reduction Amounts on a loan-by-loan basis, and the total Appraisal Reduction Amounts, as of the related Determination
Date;


 


(W)          
identification of any material modification, extension or waiver of a Mortgage Loan;


 


(X)           
identification of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


(Y)           
the identity of the Operating Advisor;


 


(Z)           
the amount of the Operating Advisor Fee, the Trustee/Certificate Administrator Fee and the CREFC® Intellectual
Property Royalty License Fee paid with respect to such Distribution Date;


 


(AA)        
an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during
the related Collection Period;


 


(BB)         
the identity of the Controlling Class;


 


(CC)         
the identity of the Controlling Class Representative; and


 


(DD)        
such additional information as contemplated by Exhibit D to this Agreement.


 


In the case of information furnished pursuant
to subclauses (A), (B), (C) and (Q) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates
of each


 



    	-251-



    	 



    

 


applicable Class and per single Certificate of a specified minimum denomination. The form of any Distribution Date Statement
may change over time.


 


On each Distribution
Date, the Certificate Administrator shall make available via the Certificate Administrator’s Website to each Holder of a
Class R Certificate a copy of the reports made available to the other Certificateholders on such Distribution Date and a statement
setting forth the amounts, if any, actually distributed with respect to the Class R Certificates in respect of the related
Trust REMIC on such Distribution Date. Such obligation of the Certificate Administrator shall be deemed to have been satisfied
to the extent that it provided substantially comparable information pursuant to any requirements of the Code as from time to time
in force. Absent manifest error, none of the Master Servicer or the Special Servicer shall be responsible for the accuracy or completeness
of any information supplied to it by a Mortgagor or any Mortgage Loan Seller (including the information in the Prospectus Supplement) or
any other third party that is included in any reports, statements, materials or information prepared or provided by the Master
Servicer or the Special Servicer, as applicable.


 


The Certificate Administrator
shall promptly make available via the Certificate Administrator’s Website, to any Privileged Person (or, in the case of item
(vii) below, solely to Certificateholders and Beneficial Owners and provided that the Prospectus Supplement, Distribution
Date Statements, this Agreement, the Loan Purchase Agreements and the Commission EDGAR filings referred to below (collectively,
the “Public Documents”) will be available to the general public), the following items, in each case to the extent
received by a Responsible Officer of the Certificate Administrator or prepared by the Certificate Administrator or otherwise delivered
to the Certificate Administrator pursuant to the notice requirements of Section 11.04 of this Agreement or otherwise
pursuant to this Agreement:


 


(i)           
the following “deal documents”:


 


(A)          
the Prospectus and the Prospectus Supplement;


 


(B)          
this Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any),
the Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and


 


(C)           
CREFC® Loan Setup File delivered to the Certificate Administrator by the Master Servicer;


 


(ii)           
the following “Commission EDGAR filings”:


 


(A)          
any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust
through the EDGAR system;


 


(iii)          
the following “periodic reports”:


 


(A)          
the Distribution Date Statements;


 



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(B)           
the supplemental reports and the CREFC® data files identified as such in the definition of “CREFC®
Investor Reporting Package (IRP)” (other than the CREFC® Loan Setup File), to the extent it has received or
prepared such report or file; and


 


(C)           
all Operating Advisor Annual Reports;


 


(iv)         
the following “additional documents”:


 


(A)          
the summary of any Final Asset Status Report delivered to the Certificate Administrator in electronic format pursuant to
Section 3.21 of this Agreement; and


 


(B)           
any other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format;


 


(v)          
the following “special notices”:


 


(A)          
all Special Notices;


 


(B)           
notice of any modification, amendment or waiver of any term of any Mortgage Loan;


 


(C)           
notice of final payment on the Certificates;


 


(D)          
all notices of the occurrence of any Servicer Termination Events received by the Certificate Administrator;


 


(E)           
notice of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator or the Trustee);


 


(F)           
any and all officer’s certificates and other evidence delivered to or by the Certificate Administrator to support
its or the Master Servicer’s, the Special Servicer’s, or the Trustee’s as the case may be, determination that
any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(G)           
any notice of the termination of the Trust;


 


(H)          
any notice of the occurrence and continuance of a Control Termination Event;


 


(I)            
any notice of the occurrence and continuance of a Consultation Termination Event;


 


(J)           
the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the officer’s
certificates delivered by the


 



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Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date
pursuant to Section 10.08 of this Agreement; and


 


(K)          
the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the
Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.09 of this Agreement;


 


(vi)          
the Investor Q&A Forum; and


 


(vii)         
solely to Certificateholders and Beneficial Owners, the Investor Registry.


 


Notwithstanding the foregoing,
if the Controlling Class Representative or any Controlling Class Certificateholder is a Borrower Party with respect to any Excluded
Controlling Class Loan, such Person shall not have access to any Excluded Information on the Certificate Administrator’s
Website solely with respect to such related Excluded Controlling Class Loan (provided that for the avoidance of doubt, the
foregoing shall not be applicable to, nor limit, an Excluded Controlling Class Holder’s right to access information with
respect to any Mortgage Loan other than Excluded Information with respect to a related Excluded Controlling Class Loan for which
such Excluded Controlling Class Holder is a Borrower Party).


 


If the Special Servicer
has obtained knowledge that it is a Borrower Party with respect to any Excluded Special Servicer Loan, the Special Servicer (i)
shall not directly or indirectly provide any information related to any Excluded Special Servicer Loan to (A) the related Mortgagor,
(B) any employees or personnel of the Special Servicer or any Affiliate involved in the management of any investment in the related
Mortgagor or the related Mortgaged Property or (C) to the extent known to the Special Servicer, any non-Affiliate that holds a
direct or indirect ownership interest in the related Mortgagor, and (ii) shall maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


Any Person that is a
Borrower Party shall be entitled to access (a) the Public Documents, and (b) in the case of the Controlling Class Representative
or a Controlling Class Certificateholder, if any such Person is an Excluded Controlling Class Holder, upon delivery to the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical form of an Investor
Certification substantially in the form of Exhibit M-1C and a notice in the form of Exhibit M-1D hereto certifying
to the effect that it is an Excluded Controlling Class Holder, all information (other than Excluded Information related to the
Excluded Controlling Class Loan(s) for which such Person is a Borrower Party) available on the Certificate Administrator’s
Website.


 


In the case of the Controlling
Class Representative or Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of
an investor certification substantially in the form of Exhibit M-1B hereto certifying to the effect that it is not an Excluded
Controlling Class Holder, such Controlling Class Representative or a Controlling Class Certificateholder shall be entitled to access
all information on the Certificate Administrator’s Website. The Master Servicer, Special Servicer, Operating Advisor, Certificate


 



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Administrator and Trustee may each rely conclusively on (i) an Investor Certification in the form of Exhibit M-1B hereto
from the Controlling Class Representative or a Controlling Class Certificateholder to the effect that such Person is not an Excluded
Controlling Class Holder with respect to any Excluded Controlling Class Loan or (ii) an Investor Certification in the form of Exhibit
M-1C hereto from the Controlling Class Representative or a Controlling Class Certificateholder to the effect that such Person
is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s) set forth in that Investor
Certification. In the event the Controlling Class Representative or a Controlling Class Certificateholder becomes an Excluded Controlling
Class Holder, such Controlling Class Representative or Controlling Class Certificateholder shall promptly notify each of the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in writing substantially in
the form of Exhibit M-1D to the effect that such party is an Excluded Controlling Class Holder and identify the Excluded
Controlling Class Loan(s) and thereafter shall not be entitled to any Excluded Information related to such Excluded Controlling
Class Loan(s) and made available on the Certificate Administrator’s Website. Any Excluded Information relating to an Excluded
Controlling Class Loan that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate
Administrator for posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator
via email in one or more separate files labeled “Excluded Controlling Class Loan” followed by the applicable loan name
and loan number, and the Certificate Administrator shall segregate on the Certificate Administrator’s Website such Excluded
Information from information relating to other Mortgage Loans. Notwithstanding anything herein to the contrary, each of the Master
Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively assume
that the Controlling Class Representative and all Controlling Class Certificateholders are not Excluded Controlling Class Holders
except to the extent that the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as
applicable, has received notice from the Controlling Class Representative or a Controlling Class Certificateholder that it has
become an Excluded Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate
Administrator shall be liable for any communication to the Controlling Class Representative or Controlling Class Certificateholder
or disclosure of Excluded Information if the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator,
as applicable, did not receive prior written notice that the related Mortgage Loan is an Excluded Controlling Class Loan (including,
in the case of an Asset Status Report or Final Asset Status Report delivered to the Certificate Administrator for posting to the
Certificate Administrator’s Website and/or any failure to label any such information provided to the Certificate Administrator).


 


Each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on any certification
delivered by the Controlling Class Representative or a Controlling Class Certificateholder, as applicable, substantially in the
form of Exhibit M-1B to the effect that such Person is no longer an Excluded Controlling Class Holder. To the extent the
Controlling Class Representative or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded
Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, such Controlling
Class Representative or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly
provide any information related to the Excluded Controlling Class Loan to the related Mortgagor or to any Excluded Controlling


 



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Class Holder or (A) any employees or personnel of such Controlling Class Representative or Controlling Class Certificateholder
or any Affiliate involved in the management of any investment in the related Mortgagor or the related Mortgaged Property or (B)
to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Mortgagor, and (ii)
will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations
described in clause (i) above.


 


The Certificate Administrator,
the Master Servicer and the Special Servicer shall have no liability for access by an Excluded Controlling Class Holder to the
Certificate Administrator’s website of any information with respect to which such Excluded Controlling Class Holder is prohibited
from accessing pursuant to this Agreement if such Excluded Controlling Class Holder provided an Investor Certification but did
not indicate it was a Borrower Party.


 


The Certificate Administrator
makes no representations or warranties as to the accuracy or completeness of information provided pursuant to this Section and
assumes no responsibility therefor. In addition, the Certificate Administrator disclaims responsibility for any information distributed
by the Certificate Administrator for which it is not the original source and shall not be required to recalculate or reverify any
of the information provided to it by the Master Servicer. In connection with providing access to the Certificate Administrator’s
internet website, the Certificate Administrator may require registration and acceptance of a disclaimer and may require a recipient
of any of the information set forth above (other than the Public Documents) to execute a confidentiality agreement (which may be
in the form of a web page “click-through”). The Certificate Administrator shall not be liable for the dissemination
of information in accordance with this Agreement. The Certificate Administrator shall provide assistance in using the Certificate
Administrator’s Website through the Certificate Administrator’s customer service desk at telephone number (866) 252-4360.
Notwithstanding anything herein to the contrary, the Certificate Administrator, the Master Servicer and the Special Servicer shall
not be liable for any disclosure of Excluded Information relating to an Excluded Controlling Class Loan to the extent such information
was included in the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting
to the Certificate Administrator’s Website and not properly identified as relating to an Excluded Controlling Class Loan.


 


The Certificate Administrator
may provide such information through means other than (and in lieu of) the Certificate Administrator’s Website; provided
that (i) the Depositor shall have consented to such alternative means and (ii) Certificateholders and each of the Companion
Loan Holders shall have received notice of such alternative means (which notice may be given via the Certificate Administrator’s
Website).


 


Any Person that is a
Mortgagor, a Manager of a Mortgaged Property, an Affiliate of the foregoing, or an agent of any Mortgagor shall be entitled to
access only the Prospectus Supplement, Distribution Date Statements, this Agreement, the Loan Purchase Agreements and the Commission
EDGAR filings on the Certificate Administrator’s Website which are being made available to the general public. The provisions
in this Section shall not limit the Master Servicer’s ability to make accessible certain information regarding the Mortgage
Loans at a website maintained by the Master Servicer.


 



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Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during
the calendar year was a Holder of a Certificate a statement containing the information as to the applicable Class set forth
in clauses (A), (B) and (C) of the description of Distribution Date Statements above aggregated for such calendar year or
applicable portion thereof during which such person was a Certificateholder, together with such other information as the Certificate
Administrator determines to be necessary 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 shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor
Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where Certificateholders
and Beneficial Owners may (i)(a) submit questions to the Certificate Administrator relating to the Distribution Date Statement,
(b) submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the servicing reports prepared
by that party and being made available pursuant to this  Section 4.02(a), the Mortgage Loans (and Serviced Whole
Loans) or the Mortgaged Properties and (c) submit questions to the Operating Advisor relating to the Operating Advisor Annual
Reports or actions by the Master Servicer or the Special Servicer as to which the Operating Advisor has consultation rights, whether
or not referenced in any Operating Advisor Annual Report (collectively, “Inquiries”), and (ii) view Inquiries
that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for the Operating
Advisor, the Master Servicer or the Special Servicer, the Certificate Administrator shall forward the Inquiry to the Operating
Advisor, the Master Servicer or the Special Servicer, as applicable, in each case within a commercially reasonable period following
receipt thereof.


 


Within a commercially
reasonable time following receipt of an Inquiry, the Certificate Administrator, the Operating Advisor, the Master Servicer or the
Special Servicer, as applicable, unless it determines not to answer such Inquiry as provided below, shall reply to the Inquiry,
which reply of the Operating Advisor, the Master Servicer or the Special Servicer shall be by email to the Certificate Administrator.
The Certificate Administrator shall post (within a commercially reasonable period following preparation or receipt of such answer,
as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website. If the Certificate Administrator,
the Operating Advisor, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) any
Inquiry is not of a type described above, (ii) answering any Inquiry (A) would not be in the best interests of the Trust
and/or the Certificateholders, (B) would be in violation of applicable law, this Agreement or the applicable Loan Documents,
(C) would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator,
the Operating Advisor, the Master Servicer or the Special Servicer, as applicable, or (D) would reasonably be expected to
result in the waiver of an attorney client privilege or the disclosure of attorney work product or (iii) it is otherwise,
for any reason, not advisable to answer, it shall not be required to answer such Inquiry and, in the case of the Operating Advisor,
the Master Servicer or the Special Servicer, 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. The Certificate


 



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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 which are not submitted via the Certificate Administrator’s Website.
Answers posted on the Investor Q&A Forum shall be attributable only to the respondent, and no other Person will certify as
to the accuracy, or will have any responsibility or liability for the content of any such information. No party to this Agreement
shall disclose Privileged Information in the Investor Q&A Forum. The Certificate Administrator has not obtained and shall not
be deemed to have obtained actual knowledge of any information only by receipt and posting to the Certificate Administrator’s
Website.


 


The Certificate Administrator
shall make available to any Certificateholder and Beneficial Owner (other than a Mortgagor, a Manager of a Mortgaged Property,
an Affiliate of any of the foregoing or an agent of any Mortgagor) that is a Privileged Person, the Investor Registry. The “Investor
Registry” shall be a voluntary service available on the Certificate Administrator’s Website, where Certificateholders
and Beneficial Owners can register and thereafter obtain information with respect to any other Certificateholder or Beneficial
Owner that has so registered. Any person registering to use the Investor Registry will be required to certify that (a) it
is a Certificateholder or a 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 45 days from the date of such certification to other
registered Certificateholders and registered Beneficial Owners. Such Person shall then be asked to enter 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 that it
wishes to be removed from the Investor Registry (which notice may not be within 45 days of its registration), the Certificate Administrator
shall promptly remove it from the Investor Registry. The Certificate Administrator will not be responsible for verifying or validating
any information submitted on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any information
thereon. The Certificate Administrator may require acceptance of a waiver and disclaimer for access to the Investor Registry.


 


Notwithstanding the foregoing,
in no event shall any provision of this Agreement be construed to require the Master Servicer, the Special Servicer or the Certificate
Administrator to produce any ad hoc or non-standard written reports (in addition to the CREFC® reports, inspection
reports, reports required under each Co-Lender Agreement and other specific periodic reports otherwise required). If the Master
Servicer, the Special Servicer or the Certificate Administrator elects to provide any ad hoc or non-standard reports, it may require
the Person requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.


 


Upon filing with the
IRS, the Certificate Administrator shall furnish to the Holders of the Class R Certificates the IRS Form 1066 for each
Trust REMIC and shall furnish their respective Schedules Q thereto at the times required by the Code or the IRS, and shall provide
from time to time such information and computations with respect to the entries on such forms as any Holder of the Class R
Certificates may reasonably request.


 



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The
specification of information to be furnished by the Certificate Administrator in this  Section 4.02 (and any
other terms of this Agreement requiring or calling for delivery or reporting of information by the Certificate Administrator to
Certificateholders and Beneficial Owners) shall not limit the Certificate Administrator in furnishing, and the Certificate
Administrator is hereby authorized to furnish, to any Privileged Person any other information (such other information, collectively,
“Additional Information”) with respect to the Mortgage Loans or Serviced Whole Loan, the Mortgaged Properties
or the Trust Fund as may be provided to it by the Depositor, the Master Servicer or the Special Servicer or gathered by it in any
investigation or other manner from time to time, provided that (A) while there exists any Servicer Termination Event,
any such Additional Information shall only be furnished with the consent or at the request of the Depositor (except pursuant to
clause (E) below or to the extent such information is requested by a Certifying Certificateholder), (B) the Certificate
Administrator shall be entitled to indicate the source of all information furnished by it, and the Certificate Administrator may
affix thereto any disclaimer it deems appropriate in its sole discretion (together with any warnings as to the confidential nature
and/or the uses of such information as it may, in its sole discretion, determine appropriate), (C) the Certificate Administrator
may notify any Privileged Person of the availability of any such information in any manner as it, in its sole discretion, may determine,
(D) the Certificate Administrator shall be entitled (but not obligated) to require payment from each recipient of a reasonable
fee for, and its out-of-pocket expenses incurred in connection with, the collection, assembly, reproduction or delivery of any
such Additional Information, and (E) the Certificate Administrator shall be entitled to distribute or make available such
Additional Information in accordance with such reasonable rules and procedures as it may deem necessary or appropriate (which may
include the requirement that an agreement that provides such information shall be used solely for purposes of evaluating the investment
characteristics or valuation of the Certificates be executed by the recipient, if and to the extent the Certificate Administrator
deems the same to be necessary or appropriate). Nothing herein shall be construed to impose upon the Certificate Administrator
any obligation or duty to furnish or distribute any Additional Information to any Person in any instance, and the Certificate Administrator
shall neither have any liability for furnishing nor for refraining from furnishing Additional Information in any instance. The
Certificate Administrator shall be entitled (but not required) to request and receive direction from the Depositor as to the manner
of delivery of any such Additional Information, if and to the extent the Certificate Administrator deems necessary or advisable,
and to require that any consent, direction or request given to it pursuant to this Section be made in writing.


 


The
Depositor hereby authorizes the Certificate Administrator to, and the Certificate Administrator shall, make available to Bloomberg
Financial Markets, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management, Inc., Markit Group Limited, Thomson
Reuters or such other vendor chosen by the Depositor that submits to the Certificate Administrator a certification in the form
of Exhibit M-3 to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental
notices delivered or made available pursuant to this  Section 4.02(a) to Privileged Persons.


 


Pursuant to Section 3.03(b)
of this Agreement, the Master Servicer or the applicable Special Servicer, as the case may be, shall notify the Certificate Administrator
in the CREFC® Loan Periodic Update File in the event such party receives Excess Interest on or prior to the Determination Date
for any Distribution Date, or receives notice from the related


 



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Mortgagor
that such party will be receiving Excess Interest on or prior to the Determination Date for any Distribution Date.


 


(b)           No later than the Business Day prior to each Distribution Date (other than the first Distribution Date, where only the CREFC®
Loan Periodic Update File will be required), subject to the penultimate paragraph of this subsection (b), the Master Servicer
shall deliver or cause to be delivered to the Certificate Administrator, the Operating Advisor and the Special Servicer and Other
Master Servicer in electronic form mutually acceptable to the Certificate Administrator, the Operating Advisor, the Special Servicer
and the Master Servicer the following reports or information (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): (1) a CREFC® REO
Status Report, (2) a CREFC® Historical Loan Modification and Corrected Mortgage Loan Report, (3) CREFC®
Total Loan Report, (4) the CREFC® Servicer Watch List and Portfolio Review Guidelines, (5) the CREFC®
Financial File, (6) the CREFC® Property File, (7) except for the first two Distribution Dates, the CREFC®
Comparative Financial Status Report, (8) the CREFC® Loan Level Reserve/LOC Report, (9) the CREFC®
Advance Recovery Report and (10) the CREFC® Delinquent Loan Status Report.


 


No later than the Business
Day prior to each Distribution Date except for the first two Distribution Dates, the Master Servicer shall deliver to the Certificate
Administrator and the Operating Advisor (by electronic means) the CREFC® Comparative Financial Status Report
for each Mortgage Loan or related Mortgaged Property as of the Determination Date immediately preceding the preparation of such
report for each of the following three periods (but only to the extent the related Mortgagor is required by the Mortgage to deliver
and does deliver, or otherwise agrees to provide and does provide, such information): (a) the most current available year-to-date;
(b) each of the previous two full fiscal years stated separately (to the extent such information is in the Master Servicer’s
possession); and (c) the “base year” (representing the original analysis of information used as of the Cut-Off
Date).


 


No later than 2:00 p.m.,
New York City time, on the second Business Day prior to each Distribution Date, the Master Servicer shall deliver to the Certificate
Administrator and the Operating Advisor a CREFC® Loan Periodic Update File setting forth certain information with
respect to the Mortgage Loans and Mortgaged Properties.


 


The Master Servicer shall
provide to the Certificate Administrator and the Operating Advisor the CREFC® Loan Setup File within 60 days
of the first Distribution Date hereunder to the extent it has received from the Mortgage Loan Sellers one or more spreadsheets
(with the data fields filled) containing the data necessary for the completion of the aggregate pool-wide CREFC®
Loan Setup File.


 


In addition, the Master
Servicer (with respect to non-Specially Serviced Loans that are not Non-Serviced Mortgage Loans) or Special Servicer (with respect
to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable,
shall prepare with respect to each Mortgaged Property and REO Property:


 


(i)           
Within 30 days after receipt of a quarterly operating statement, if any, commencing within 30 days of receipt
of such quarterly operating statement for the


 



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quarter ending March 31, 2016, a CREFC® Operating Statement Analysis
Report (but only to the extent the related Mortgagor is required by the Mortgage to deliver and does deliver, or otherwise agrees
to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar
quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year
will not be required to the extent provided in the then current applicable CREFC® guidelines (it being understood
that as of the date of the Prospectus Supplement, the applicable CREFC® guidelines provide that such analysis or
report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property unless such Mortgaged
Property is analyzed on a trailing 12 month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer
Watch List). The Master Servicer (with respect to non-Specially Serviced Loans) or Special Servicer (with respect to Specially
Serviced Loans and REO Properties), as applicable, shall deliver to the Certificate Administrator, the Operating Advisor and related
Companion Loan Holders by electronic means the CREFC® Operating Statement Analysis Report upon request; and


 


(ii)          
Within 30 days after receipt by the Special Servicer (with respect to Specially Serviced Loans and REO Properties)
or the Master Servicer (with respect to non-Specially Serviced Loans) of an annual operating statement for each calendar year
commencing with the calendar year and ending December 31, 2016, a CREFC® NOI Adjustment Worksheet (but only
to the extent the related Mortgagor is required by the Mortgage to deliver and does deliver, or otherwise agrees to provide and
does provide, such information), presenting the computation to “normalize” the full year net operating income and
debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status
Report above, provided, however, that any analysis or report will not be required to the extent provided in the
then current applicable CREFC® guidelines. The Special Servicer or the Master Servicer shall deliver to the Certificate
Administrator, the Operating Advisor and related Companion Loan Holders by electronic means the CREFC® NOI Adjustment
Worksheet upon request.


 


The Certificate Administrator
shall deliver or shall cause to be delivered, upon request, subject to Section 11.13 of this Agreement, to each Rating
Agency, to each Certificateholder, to each party hereto, to any Underwriter and/or to any Initial Purchaser and to each Person
that provides the Certificate Administrator with an Investor Certification a copy of the CREFC® Operating Statement
Analysis Report and CREFC® NOI Adjustment Worksheet most recently performed by the Master Servicer with respect
to any Mortgage Loan or Serviced Whole Loan and delivered to the Certificate Administrator.


 


Upon
request (and in any event, not more frequently than once per month), the Master Servicer shall forward to the Certificate Administrator
(as to the Collection Account), the Operating Advisor, any related Companion Loan Holder (as to the related Serviced Whole Loan
Custodial Account) and, subject to Section 11.13 of this Agreement, each Rating Agency a statement, setting forth the
status of the Collection Account and each Serviced Whole Loan Custodial Account as of the close of business on such Master Servicer
Remittance Date, stating that all remittances to the Certificate Administrator required by this Agreement to be made by the Master
Servicer have been made (or, in the case of any such required remittance that has not been made by the Master Servicer, specifying
the nature and status thereof) and showing, for the


 



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period from the preceding Master Servicer Remittance Date (or, in the case
of the first Master Servicer Remittance Date, from the Cut-Off Date) to such Master Servicer Remittance Date, the aggregate of
deposits into and withdrawals from the Collection Account and each Serviced Whole Loan Custodial Account for each category of deposit
specified in  Section 3.05(a) of this Agreement and each category of withdrawal specified in Section 3.06
of this Agreement. The Master Servicer shall also deliver to the Certificate Administrator and (solely as to a Serviced Whole Loan)
the related Companion Loan Holder, upon reasonable request of the Certificate Administrator or any Companion Loan Holder, any and
all additional information relating to the Mortgage Loans or any Serviced Whole Loan in the possession of the Master Servicer (which
information shall be based upon reports delivered to the Master Servicer by the Special Servicer with respect to Specially Serviced
Loans and REO Properties).


 


Further, the Master Servicer
shall cooperate with the Special Servicer and provide the Special Servicer with the information in the possession of the Master
Servicer reasonably requested by the Special Servicer, in writing, to the extent required to allow the Special Servicer to perform
its obligations under this Agreement with respect to those Mortgage Loans serviced by the Master Servicer.


 


The obligation of the
Master Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject to the Master Servicer
having received from the Special Servicer in a timely manner the related reports and information in the possession of the Special
Servicer necessary or required to enable the Master Servicer to prepare and deliver such reports. The Master Servicer shall not
be responsible for the accuracy or content of any report, document or information furnished by the Special Servicer to the Master
Servicer pursuant to this Agreement and accepted by the Master Servicer in good faith pursuant to this Agreement.


 


The obligation of the
Special Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject to the Special Servicer
having received from the Master Servicer in a timely manner the related reports and information in the possession of the Master
Servicer necessary or required to enable the Special Servicer to prepare and deliver such reports. The Special Servicer shall not
be responsible for the accuracy or content of any report, document or information furnished by the Master Servicer to the Special
Servicer pursuant to this Agreement and accepted by the Special Servicer in good faith pursuant to this Agreement.


 


With respect to each
Non-Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described information to the
same Persons as described above in this Section 4.02(b) and according to the same time frames as described above in
this Section 4.02(b), with reasonable promptness following such Master Servicer’s receipt of such information
from an Other Master Servicer under the applicable Other Pooling and Servicing Agreement.


 


(c)          
Not later than 5:00 p.m. New York time on each Determination Date, the Special Servicer shall forward to the Master Servicer,
for each Specially Serviced Loan and REO Property, a CREFC® Special Servicer Loan File. The Special Servicer shall
also deliver to the Certificate Administrator, upon the reasonable written request of the Certificate Administrator,


 



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any and all
additional information in the possession of the Special Servicer relating to the Specially Serviced Loans and the REO Properties.


 


The Special Servicer
shall cooperate with the Master Servicer and provide the Master Servicer with the information in the possession of the Special
Servicer reasonably requested by the Master Servicer, in writing, to the extent required to allow the Master Servicer to perform
its obligations under this Agreement with respect to the Specially Serviced Loans and REO Properties.


 


The Master Servicer may
make available to Privileged Persons copies of any reports or files prepared by the Master Servicer pursuant to this Agreement.
The Master Servicer may make information concerning the Mortgage Loans or Serviced Whole Loans available on any website that it
has established.


 


With respect to each
Non-Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described information to the
extent received from an Other Master Servicer or an Other Special Servicer, as applicable, to the same Persons as described above
in this Section 4.02(c) and according to the same time frames as described above in this Section 4.02(c),
with reasonable promptness following such Master Servicer’s receipt of such information from an Other Master Servicer under
the applicable Other Pooling and Servicing Agreement.


 


Section 4.03     
Compliance with Withholding Requirements. Notwithstanding
any other provision of this Agreement, the Paying Agent shall comply with all federal withholding requirements with respect to
payments to Certificateholders and other payees of interest or original issue discount that the Paying Agent reasonably believes
are applicable under the Code. The consent of Certificateholders or payees shall not be required for any such withholding. In the
event the Paying Agent or its agent withholds any amount from interest or original issue discount payments or advances thereof
to any Certificateholder or payee pursuant to federal withholding requirements, the Paying Agent shall indicate the amount withheld
to such Certificateholder or payee. Any amount so withheld shall be treated as having been distributed to such Person for all purposes
of this Agreement.


 


Each Holder, by acceptance
of a Certificate, agrees to provide to the Certificate Administrator or the Trust, upon its request, the FATCA Investor Information,
including any W-9 and W-8s, as applicable. In addition, each Holder, by acceptance of a Certificate, agrees that the Certificate
Administrator has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding
gross-up) payable to a Holder that fails to comply with the requirements of the preceding sentence.


 


 Section 4.04     
REMIC Compliance.


 


(a)          
The parties intend that each Trust REMIC shall constitute, and that the affairs of each Trust REMIC shall be conducted so
as to qualify it as, a “real estate mortgage investment conduit” as defined in, and in accordance with, the REMIC Provisions,
and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Certificate
Administrator shall, to the extent permitted by applicable law, act as


 



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agent, and is hereby appointed to act as agent, of each
Trust REMIC and shall on behalf of each Trust REMIC: (i) prepare, timely deliver to the Trustee for execution (and the Trustee
shall timely execute) and file, or cause to be prepared and filed, all required Tax Returns for each Trust REMIC, using a calendar
year as the taxable year for each Trust REMIC when and as required by the REMIC Provisions and other applicable federal, state
or local income tax laws; (ii) make an election, on behalf of each Trust REMIC, to be treated as a REMIC on IRS Form 1066
for its first taxable year ending December 31, 2015, in accordance with the REMIC Provisions; (iii) prepare and forward,
or cause to be prepared and forwarded, to the Certificateholders (other than the Holders of the Class S Certificates) and the IRS
and applicable state and local tax authorities all information reports as and when required to be provided to them in accordance
with the REMIC Provisions of the Code; (iv) if the filing or distribution of any documents of an administrative nature not
addressed in clauses (i) through (iii) of this Section 4.04(a) is then required by the REMIC Provisions in
order to maintain the status of each Trust REMIC as a REMIC or is otherwise required by the Code, prepare, sign and file or distribute,
or cause to be prepared and signed and filed or distributed, such documents with or to such Persons when and as required by the
REMIC Provisions or the Code or comparable provisions of state and local law; (v) obtain a taxpayer identification number
for the Upper-Tier REMIC and Lower-Tier REMIC on IRS Form SS-4 and, within thirty days of the Closing Date, 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
Person that the holders of the Certificates may contact for tax information relating thereto (and the Certificate Administrator
shall act as the representative of each Trust REMIC for this purpose), together with such additional information as may be required
by such IRS Form, and shall update such information at the time or times and in the manner required by the Code (and the Depositor
agrees within 10 Business Days of the Closing Date to provide any information reasonably requested by the Master Servicer or the
Certificate Administrator and necessary to make such filing); and (vi) maintain such records relating to each Trust REMIC
as may be necessary to prepare the foregoing returns, schedules, statements or information, such records, for federal income tax
purposes, to be maintained on a calendar year and on an accrual basis.


 


The Holder of the largest
Percentage Interest in the Class R Certificates shall be the tax matters person of each Trust REMIC pursuant to Treasury Regulations
Section 1.860F-4(d). If more than one Holder should hold an equal Percentage Interest in the Class R Certificates larger
than that held by any other Holder, the first such Holder to have acquired such Class R Certificates shall be such tax matters
person. The Certificate Administrator shall act as attorney-in-fact and agent for the tax matters person of each Trust REMIC, and
each Holder of a Percentage Interest in the Class R Certificates, by acceptance hereof, is deemed to have consented to the
Certificate Administrator’s appointment in such capacity and agrees to execute any documents required to give effect thereto,
and any fees and expenses incurred by the Certificate Administrator in connection with any audit or administrative or judicial
proceeding shall be paid by the Trust Fund.


 


The
Certificate Administrator shall not intentionally take any action or intentionally omit to take any action within its control and
the scope of its duties if, in taking or omitting to take such action, the Certificate Administrator knows that such action or
omission (as the case may be) would cause the termination of the REMIC status of either Trust REMIC or the


 



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imposition
of tax on either Trust REMIC (other than a tax on income expressly permitted or contemplated to be received by the terms of this
Agreement).


 


Notwithstanding
any provision of this paragraph or the three preceding paragraphs to the contrary, the Certificate Administrator shall not be required
to take any action that the Certificate Administrator in good faith believes to be inconsistent with any other provision of this
Agreement, nor shall the Certificate Administrator be deemed in violation of this paragraph if it takes any action expressly required
or authorized by any other provision of this Agreement, and the Certificate Administrator shall have no responsibility or liability
with respect to any act or omission of the Depositor or the Master Servicer which does not enable the Certificate Administrator
to comply with any of clauses (i) through (vi) of the third preceding paragraph or which results in any action contemplated
by clauses (i) through (iii) of the next succeeding sentence. In this regard the Certificate Administrator shall (i) not
allow the occurrence of any “prohibited transactions” within the meaning of Code Section 860F(a), unless the party
seeking such action shall have delivered to the Certificate Administrator an Opinion of Counsel (at such party’s expense) that
such occurrence would not (a) result in a taxable gain, (b) otherwise subject either Trust REMIC to tax (other than a
tax at the highest marginal corporate tax rate on net income from foreclosure property), or (c) cause either Trust REMIC to
fail to qualify as a REMIC for federal income tax purposes; (ii) not allow either Trust REMIC to receive income from the performance
of services or from assets not permitted under the REMIC Provisions to be held by such Trust REMIC (provided, however,
that the receipt of any income expressly permitted or contemplated by the terms of this Agreement shall not be deemed to violate
this clause); and (iii) not permit the creation of any “interests,” within the meaning of the REMIC Provisions,
in the Upper-Tier REMIC other than the Regular Certificates and the Upper-Tier Residual Interest, or in the Lower-Tier REMIC other
than the Lower-Tier Regular Interests and the Lower-Tier Residual Interest. None of the Trustee, the Master Servicer, the Special
Servicer or the Depositor shall be responsible or liable for any failure by the Certificate Administrator to comply with the provisions
of this Section 4.04. The Depositor, the Master Servicer and the Special Servicer shall cooperate in a timely manner
with the Certificate Administrator in supplying any information within the Depositor’s, the Master Servicer’s or the
Special Servicer’s control (other than any confidential information) that is reasonably necessary to enable the Certificate
Administrator to perform its duties under this Section 4.04.


 


(b)           
The following assumptions are to be used for purposes of determining the anticipated payments of principal and interest
for calculating the original yield to maturity and original issue discount with respect to the Regular Certificates: (i) each
Mortgage Loan will pay principal and interest in accordance with its terms and scheduled payments will be timely received on their
Due Dates, provided that the Mortgage Loans in the aggregate will prepay in accordance with the Prepayment Assumption; (ii) none
of the Master Servicer, the Special Servicer, the Depositor and the Class R Certificateholder will exercise the right described
in Section 9.01 of this Agreement to cause early termination of the Trust Fund; and (iii) no Mortgage Loan is
repurchased or substituted for by the applicable Mortgage Loan Seller pursuant to Article II of this Agreement.


 


Section 4.05     
Imposition of Tax on the Trust REMICs. In the event that any
tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on either Trust REMIC, such
tax shall be charged against amounts otherwise


 



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distributable to Certificateholders; provided that any taxes imposed on any
net income from foreclosure property pursuant to Code Section 860G(d) or any similar tax imposed by a state or local
jurisdiction shall instead be treated as an expense of the related REO Property in determining Net REO Proceeds with respect to
the REO Property (and until such taxes are paid, the Special Servicer from time to time shall withdraw from the REO Account and
transfer to the Certificate Administrator for deposit into the Distribution Accounts amounts reasonably determined by the Certificate
Administrator to be necessary to pay such taxes, and the Certificate Administrator shall return to the Special Servicer the excess
determined by the Certificate Administrator from time to time of the amount in excess of the amount necessary to pay such taxes);
provided that any such tax imposed on net income from foreclosure property that exceeds the amount in any such reserve shall
be retained from Available Funds as provided in  Section 3.06(a)(vii) of this Agreement and the next sentence.
Except as provided in the preceding sentence, the Certificate Administrator is hereby authorized to and shall retain or cause to
be retained from the Distribution Account in determining the amount of Available Funds sufficient funds to pay or provide for the
payment of, and to actually pay, such tax as is legally owed by either Trust REMIC (but such authorization shall not prevent the
Certificate Administrator from contesting, at the expense of the Trust Fund, any such tax in appropriate proceedings, and withholding
payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator is hereby authorized
to and shall segregate or cause to be segregated, into a separate non-interest bearing account, (i) the net income from any
“prohibited transaction” under Code Section 860F(a) or (ii) the amount of any contribution to either
Trust REMIC after the Startup Day that is subject to tax under Code Section 860G(d) and use such income or amount, to the
extent necessary, to pay such tax (and return the balance thereof, if any, to the related Distribution Account). To the extent
that any such tax is paid to the IRS, the Certificate Administrator shall retain an equal amount from future amounts otherwise
distributable to the Holders of the Class R Certificates in respect of the related residual interest and shall distribute
such retained amounts to the Holders of Regular Certificates or to the Certificate Administrator in respect of the Lower-Tier Regular
Interests and the Class PEZ Regular Interests until they are fully reimbursed and then to the Holders of the Class R
Certificates in respect of the related residual interest. None of the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee shall be responsible for any taxes imposed on either Trust REMIC except to the extent such tax is attributable to
a breach of a representation or warranty of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee
or an act or omission of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee in contravention
of this Agreement in both cases, provided, further, that such breach, act or omission could result in liability under
Section 6.03, in the case of the Master Servicer or the Special Servicer, as applicable, or Section 4.04
or 8.01, in the case of the Certificate Administrator or the Trustee. Notwithstanding anything in this Agreement to the
contrary, in each such case, the Master Servicer or the Special Servicer shall not be responsible for the Certificate Administrator’s,
the Authenticating Agent’s, the Certificate Registrar’s, the Paying Agent’s or the Trustee’s breaches,
acts or omissions, and the Trustee shall not be responsible for the breaches, acts or omissions of the Certificate Administrator,
the Master Servicer, the Special Servicer, the Authenticating Agent, the Certificate Registrar or the Paying Agent, and the Certificate
Administrator shall not be responsible for the breaches, acts or omissions of the Trustee, the Master Servicer, the Special Servicer
and, in each case if a different


 



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entity than the Certificate Administrator, the Authenticating Agent, the Certificate Registrar
or the Paying Agent.


 


 Section 4.06     
Remittances; P&I Advances.


 


(a)           
On the Master Servicer Remittance Date immediately preceding each Distribution Date, the Master Servicer shall:


 


(i)            
remit to the Certificate Administrator for deposit in the Lower-Tier Distribution Account an amount equal to the Yield
Maintenance Charges applicable to the Mortgage Loans (but not a Companion Loan) received by the Master Servicer in the Prepayment
Period preceding such Distribution Date;


 


(ii)          
remit to the Certificate Administrator for deposit in the Lower-Tier Distribution Account an amount equal to the Available
Funds applicable to the Mortgage Loans (other than the amounts referred to in clause (iii) below and clause (c)
of the definition of “Available Funds”);


 


(iii)          
remit to CREFC® the CREFC® Intellectual Property Royalty License Fee; and


 


(iv)         
make a P&I Advance by remittance to the Certificate Administrator for deposit into the Lower-Tier Distribution Account,
in an amount equal to the sum of the Applicable Monthly Payments for each Mortgage Loan (including any REO Mortgage Loan and any
Mortgage Loan related to a Serviced Whole Loan, but not a Companion Loan) to the extent such amounts were not received on such
Mortgage Loan as of the corresponding Determination Date in the same month as such Master Servicer Remittance Date, except that
the portion of such P&I Advance equal to the CREFC® Intellectual Property Royalty License Fee for each such
Mortgage Loan shall not be remitted to the Certificate Administrator but shall instead be remitted to CREFC®; and


 


(v)         
remit to the Certificate Administrator for deposit in the Excess Interest Distribution Account all Excess Interest for
the related Distribution Date then on deposit in the Collection Account after giving effect to withdrawals of funds pursuant to
Section 3.06(a)(ii) through Section 3.06(a)(x) of this Agreement.


 


Neither the Master Servicer
nor the Trustee shall be required or permitted to make an advance for Balloon Payments, Default Interest, Excess Interest or Yield
Maintenance Charges or delinquent monthly payments on the Serviced Companion Loans. The amount of interest required to be advanced
in respect of payments on any Mortgage Loan as to which an Appraisal Reduction Amount exists will equal (i) the amount of
interest required to be advanced by the Master Servicer without giving effect to such Appraisal Reduction Amount less (ii) an
amount equal to the product of (x) the amount otherwise required to be advanced by the Master Servicer with respect to such
delinquent payment of interest without giving effect to such Appraisal Reduction Amounts, and (y) a fraction, the numerator
of which is the Appraisal Reduction Amount with respect to such Mortgage Loan and the denominator of which is the Stated Principal
Balance as of the last day of the related Collection Period. Appraisal Reduction Amounts shall not affect the principal portion
of any P&I Advances.


 



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Any
amount advanced by the Master Servicer pursuant to  Section 4.06(a)(iv) of this Agreement shall constitute
a P&I Advance for all purposes of this Agreement and the Master Servicer shall be entitled to reimbursement (with interest
at the Advance Rate). The Special Servicer shall have no obligation to make any P&I Advance.


 


The
Certificate Administrator shall notify the Master Servicer and the Trustee by telephone if as of 3:00 p.m., New York City
time, on the Master Servicer Remittance Date, the Certificate Administrator has not received the amount of a required P&I Advance
hereunder. If as of 11:00 a.m., New York City time, on any Distribution Date the Master Servicer shall not have made the P&I
Advance required to have been made on the related Master Servicer Remittance Date pursuant to  Section 4.06(a)(iv)
of this Agreement, the Certificate Administrator shall notify the Trustee and the Trustee shall no later than 1:00 p.m., New
York City time, on such Business Day deposit into the Lower-Tier Distribution Account in immediately available funds an amount
equal to the P&I Advances otherwise required to have been made by the Master Servicer.


 


Neither the Master Servicer
nor the Trustee shall be obligated to make a P&I Advance as to any Monthly Payment on any date on which a P&I Advance is
otherwise required to be made by this Section 4.06 if the Master Servicer, the Special Servicer or the Trustee determines
that such Advance will be a Nonrecoverable Advance. The determination by any Person with an obligation hereunder to make P&I
Advances that it has made (or, in the case of a determination by the Special Servicer, that the Master Servicer or the Trustee
has made) a Nonrecoverable Advance or the determination by the Master Servicer, the Special Servicer or the Trustee that any proposed
P&I Advance, if made, would constitute a Nonrecoverable Advance, shall be made by such Person (i) in the case of the Master
Servicer or the Special Servicer, in accordance with the Servicing Standard or (ii) in the case of the Trustee, in accordance
with its good faith business judgment, and, shall be evidenced by an Officer’s Certificate as set forth in Section 4.06(b).
In making such recoverability determination, such Person will be entitled to consider (among other things) the obligations
of the Mortgagor under the terms of the related Mortgage Loan or Serviced Whole Loan as it may have been modified, to consider
(among other things) the related Mortgaged Properties in their “as-is” or then current conditions and occupancies,
as modified by such party’s assumptions regarding the possibility and effects of future adverse change with respect to such
Mortgaged Properties, to estimate and consider (among other things) future expenses and to estimate and consider (among other
things) the timing of recoveries. In addition, any such Person may update or change its recoverability determinations at any
time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and may obtain at the
expense of the Trust Fund any analysis, Appraisals or market value estimates or other information for such purposes.


 


The determination by
the Master Servicer or the Special Servicer that a P&I Advance has become a Nonrecoverable P&I Advance or that any proposed
P&I Advance, if made pursuant to this Section 4.06 with respect to any Mortgage Loan (or with respect to any successor
REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable P&I Advance, shall be conclusive
and binding on the Master Servicer (in the case of such a determination by the Special Servicer) and the Trustee; provided
that this sentence shall not be construed to entitle the Special Servicer to reverse any other authorized Person’s determination,
or to prohibit any such other authorized Person from making a determination, that


 



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a P&I Advance constitutes or would constitute
a Nonrecoverable Advance. If the Master Servicer has failed to make a P&I Advance for reasons other than a determination by
the Master Servicer or Special Servicer that such Advance would be a Nonrecoverable Advance, the Trustee shall make such advance
within the time periods required by this Section 4.06 unless the Trustee, in its good faith business judgment, makes
a determination prior to the times specified in this Section 4.06 that such advance would be a Nonrecoverable Advance.


 


The Master Servicer or
the Trustee, as applicable, shall be entitled to the reimbursement of P&I Advances it makes (together with interest thereon)
to the extent permitted pursuant to Section 3.06(a)(ii) and Section 3.06A(a)(ii) of this Agreement and each
of the Master Servicer and the Special Servicer hereby covenants and agrees to promptly seek and effect the reimbursement of such
Advances from the related Mortgagors to the extent permitted by applicable law and the related Mortgage Loan.


 


With respect to P&I
Advances and each Non-Serviced Mortgage Loan, the Master Servicer and the Trustee shall be entitled to rely on the “appraisal
reduction amount” calculated by an Other Special Servicer or an Other Master Servicer in accordance with the terms of the
applicable Other Pooling and Servicing Agreement.


 


(b)          
The determination by the Master Servicer, the Trustee or the Special Servicer that a P&I Advance has become a Nonrecoverable
P&I Advance or that any proposed P&I Advance, if made pursuant to this Section 4.06 with respect to any Mortgage
Loan (or with respect to any successor REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable
P&I Advance, shall be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance
Date to the Trustee (unless it is the Person making the determination), the Controlling Class Representative (prior to the occurrence
and continuance of a Consultation Termination Event), the Master Servicer (unless it is the Person making the determination), the
Special Servicer (unless it is the Person making the determination) and, if the Trustee is making the determination, the Depositor,
setting forth the basis for such determination, together with any other information that supports such determination together with
a copy of any Appraisal of the related Mortgaged Property or REO Property, as the case may be (which Appraisal shall be an expense
of the Trust, shall take into account any material change in circumstances of which such Person is aware or such Person has received
new information, either of which has a material effect on the value and shall have been conducted in accordance with the standards
of the Appraisal Institute within the twelve months preceding such determination of nonrecoverability), and further accompanied
by related Mortgagor operating statements and financial statements, budgets and rent rolls of the related Mortgaged Property (to
the extent available and/or in such Person’s possession) and any engineers’ reports, environmental surveys or similar
reports that such Person may have obtained and that support such determination. The Master Servicer and the Special Servicer shall
consider Unliquidated Advances with respect to prior P&I Advances for the purpose of nonrecoverability determinations as if
such amounts were unreimbursed P&I Advances.


 


(c)          
With respect to each Non-Serviced Mortgage Loan, if (1) an Other Master Servicer has determined that a proposed P&I
Advance (as defined in the applicable Other Pooling and Servicing Agreement) with respect to each Non-Serviced Mortgage Loan, if
made, or any outstanding P&I Advance previously made, would be, or is, as applicable, a


 



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“nonrecoverable advance,”
and an Other Master Servicer has provided written notice of such determination to the Master Servicer, or (2) if the Master Servicer
or the Special Servicer has determined that a P&I Advance with respect to each Non-Serviced Mortgage Loan would be a Nonrecoverable
P&I Advance, then none of the Master Servicer or the Trustee shall make any additional P&I Advance with respect to such
Non-Serviced Mortgage Loan until the Master Servicer or the Special Servicer, as applicable, has consulted with an Other Master
Servicer under the applicable Other Pooling and Servicing Agreement and they agree that circumstances with respect to such Mortgage
Loans have changed such that a proposed future P&I Advance or P&I Advance would not be a “nonrecoverable advance.”
With respect to each Non-Serviced Mortgage Loan, if the Master Servicer has determined that a proposed P&I Advance with respect
to such Mortgage Loan, would be a Nonrecoverable Advance, the Master Servicer shall provide the Trustee and an Other Master Servicer
written notice of such determination within two (2) Business Days after such determination was made.


 


In connection with any
Non-Serviced Mortgage Loan, any determination by the Master Servicer for such Non-Serviced Mortgage Loan that any P&I Advance
made or to be made with respect to such Non-Serviced Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) is
or, if made, would be a Nonrecoverable P&I Advance may be made independently from any determinations (or the absence of any
determinations) made by or on behalf of the related Companion Loan Holder regarding nonrecoverability of debt service advances
on the related Non-Serviced Companion Loan.


 


(d)          
If the Trustee, the Master Servicer or the Special Servicer has received written notice from Moody’s, Fitch or KBRA
to the effect that continuation of the Master Servicer or the Special Servicer in such capacity would result in the downgrade,
qualification or withdrawal of any rating then assigned by Moody’s, Fitch or KBRA, as applicable, to any Class of Certificates
and citing servicing concerns with such Master Servicer or the Special Servicer, as applicable, as the sole or material factor
in such rating action, and such notice is not rescinded within 60 days, then the Trustee, the Master Servicer or the Special
Servicer, as applicable, shall promptly notify the other such parties and the Certificate Administrator, and the Certificate Administrator
shall promptly notify the Companion Loan Holders and the applicable master servicer of any Companion Loan.


 


 Section 4.07     
Grantor Trust Reporting.


 


(a)           
The Certificate Administrator shall maintain adequate books and records to account for the separate entitlements of the
Grantor Trust.


 


(b)          
The parties intend that the Grantor Trust shall be treated as a “grantor trust” under the Code, and the provisions
thereof shall be interpreted consistently with this intention. In furtherance of such intention, none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall vary the assets of the Grantor Trust so as to
take advantage of market fluctuations or so as to improve the rate of return of the Exchangeable Certificates and the Class S Certificates,
and shall otherwise comply with Treasury Regulations Section 301.7701-4(c). Within 30 days of the Closing Date, the Certificate
Administrator shall obtain a taxpayer identification number for the Grantor Trust on IRS Form SS-4. The Certificate Administrator
shall file or cause to be filed with the IRS Form 1041, Form


 






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1099 or such other form as may be applicable and shall furnish or
cause to be furnished to the Holders of the Classes of the Exchangeable Certificates and the Class S Certificates, their allocable
share of income and expense with respect to the Class A-S Specific Grantor Trust Assets, the Class B Specific Grantor
Trust Assets, the Class C Specific Grantor Trust Assets, the Excess Interest and the Excess Interest Distribution Account,
the Class PEZ Specific Grantor Trust Assets and proceeds thereof, respectively, as such amounts are received or accrue, as
applicable.


 


(c)           
(i) The Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator shall report as required under the WHFIT
Regulations to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided
to the Certificate Administrator on a timely basis. With respect to each Class of Exchangeable Certificates and the Class
S Certificates, the Certificate Administrator is hereby directed to assume that DTC is the only “middleman” as defined
by the WHFIT Regulations unless it has actual knowledge to the contrary or the Depositor provides the Certificate Administrator
with the identities of the other “middlemen” that are Certificateholders. The Certificate Administrator will not be
liable for any tax reporting penalties that may arise under the WHFIT Regulations in the event that the IRS makes a determination
that is contrary to the first sentence of this paragraph.


 


(ii)          
The Certificate Administrator, in its discretion, shall report required WHFIT information using either the cash or accrual
method, except to the extent the WHFIT Regulations specifically require a different method. The Certificate Administrator shall
be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Certificate Administrator
shall make available (via the Certificate Administrator’s Website) WHFIT information to Certificateholders annually. In
addition, the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised or updated
information to any Certificateholder, unless requested by the Certificateholder.


 


(iii)          
The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations
nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided
to the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate
Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a
WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Certificate Administrator
with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt
of information regarding any sale of Certificates, including the price, amount of proceeds and date of sale from the beneficial
owner thereof or the Depositor, the Certificate Administrator shall assume there is no secondary market trading of WHFIT interests.


 


(d)          
To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on
the Certificate Administrator’s Website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so
published will represent the Rule 144A CUSIPs. The Certificate Administrator shall make reasonable good


 



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faith efforts to keep
the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Certificate Administrator
will use a reasonable identifier number in lieu of a CUSIP. The Certificate Administrator shall not be liable for investor reporting
delays that result from the receipt of inaccurate or untimely CUSIP information.


 


Article V



THE CERTIFICATES


 


Section 5.01   
The Certificates. (a)  The Certificates consist
of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-AB Certificates, the Class X-A Certificates, the Class X-B Certificates, the Class A-S Certificates,
the Class B Certificates, the Class PEZ Certificates, the Class C Certificates, the Class D Certificates, the
Class X-D Certificates, the Class E Certificates, the Class F Certificates, the Class G Certificates, the Class S
Certificates and the Class R Certificates.


 


Each Class of Certificates
will be substantially in the forms annexed hereto as Exhibits A-1 through A-18 respectively, 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.


 


(b)          
The Public Certificates (other than the Class X-A, Class X-B and Class X-D Certificates) shall be issued in minimum denominations
of $10,000 and integral multiples of $1 in excess thereof. The Private Certificates (other than the Class S and Class R Certificates)
shall be issued in minimum denominations of $100,000 and integral multiples of $1 in excess thereof. The Class X-A, Class X-B and
Class X-D Certificates shall be issued, maintained and transferred only in minimum denominations of authorized initial notional
amounts of not less than $1,000,000 and in integral multiples of $1 in excess thereof. If the initial Certificate Principal Amount
or initial Notional Amount, as applicable, of any Class of Certificates (exclusive of the Class S and Class R Certificates)
does not equal an integral multiple of $1, then a single additional Certificate of such Class may be issued in a minimum denomination
of authorized initial Certificate Principal Amount or initial Notional Amount, as applicable, that includes the excess of (i) the
initial Certificate Principal Amount or initial Notional Amount, as applicable, of such Class over (ii) the largest integral
multiple of $1 that does not exceed such amount. The Class R Certificates shall be issued, maintained and transferred in minimum
percentage interests of 10% of such Class R Certificates and in integral multiples of 1% in excess thereof. The Class S Certificates
shall be issued, maintained and transferred in minimum percentage interests of 10% of such Class S Certificates and in integral
multiples of 1% in excess thereof.


 


(c)           
One authorized signatory shall sign the Certificates for the Certificate Administrator by manual or fax signature. If an
authorized signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Administrator
countersigns the


 



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Certificate,
the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the Certificate
Administrator (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.


 


 Section 5.02   
  Form and Registration.


 


(a)          
Each Class of Public Certificates 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, 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 Principal Amount of a 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.


 


(b)          
Unless and until Definitive Certificates are issued in respect of a Class of Global Certificates, beneficial ownership
interests in such Certificates will be maintained and transferred on the book-entry records of the Depository and Depository Participants,
and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions
received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s
procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders
of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as
the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants
in accordance with the Depository’s procedures.


 


(c)          
No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration
statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made
in a transaction which does not require such registration or qualification. If a transfer is to be made in reliance upon an exemption
from the Securities Act, and under the applicable state securities laws, then:


 


(i)            
The Certificates of each Class of the Private Certificates (other than the Class S and Class R Certificates)
sold in offshore transactions in reliance on Regulation S under the Securities Act 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 Private Certificates represented thereby with the Certificate Registrar, at its
principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository
for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 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


 



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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 of Private Certificates (a “Regulation
S Global Certificate”) in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth
in Section 5.03(f) of this Agreement. 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 Principal Amount 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.


 


(ii)           
The Certificates of each Class of Private Certificates (other than the Class S and Class R Certificates) offered
and sold to Qualified Institutional Buyers in reliance on 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”), 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 Principal Amount of a Rule 144A 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.


 


(iii)         
The Certificates of each Class of Private Certificates offered and sold in the United States to investors that are
Institutional Accredited Investors that are not Qualified Institutional Buyers, the Class S Certificates and the Class R
Certificates (collectively, 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


 



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such
Class or ceases to be a Clearing Agency, and the Certificate Administrator and the Depositor are unable to locate a qualified
successor within 90 days of such notice; (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; or (iii) in
the case of a Private Certificate, all of the applicable requirements of Section 5.03 of this Agreement are satisfied;
provided, however, that under no circumstances will certificated Private 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 Qualified Institutional Buyer, 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) under the Securities Act) that is an Institutional Accredited
Investor but not a Qualified Institutional Buyer, 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 5.03(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 5.03(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 denomination of such Non-Book Entry
Certificate issued in exchange therefor or upon transfer thereof.


 


 Section 5.03     
Registration of Transfer and Exchange of Certificates.


 


(a)           
The Certificate Administrator shall keep or cause to be kept at its principal offices books (the “Certificate Register”)
in which, subject to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration
of Certificates and of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity,
being the “Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible for,
among other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates of each
Class of Private Certificates 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


 



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registration of transfer and (ii) transmitting
to the Depositor, the Master Servicer and the Special Servicer any notices from the Certificateholders.


 


(b)          
Subject to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer
of any Certificate, the Certificate Administrator 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 during the Restricted Period 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 an
institution that 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 5.11 of this Agreement, 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 E to this Agreement 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 Principal Amount of the Rule 144A Global Certificate and to increase, or cause to be
increased, the Certificate Principal Amount of the Temporary Regulation S Global Certificate by the aggregate Certificate Principal
Amount 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 Principal Amount
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.


 


(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 following
the Restricted Period 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 an institution that 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


 



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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 5.11
of this Agreement, 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 F to this Agreement given by the holder
of such beneficial interest, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the
Certificate Principal Amount of the Rule 144A Global Certificate and to increase, or cause to be increased, the Certificate
Principal Amount of the Regulation S Global Certificate by the aggregate Certificate Principal Amount 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 Principal
Amount 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 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 5.11 of this Agreement, 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 at any time during the Restricted Period, a certificate
in the form of Exhibit G to this Agreement 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 Qualified Institutional Buyer 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 Principal Amount


 



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of the Temporary Regulation S Global Certificate or Regulation S Global
Certificate and to increase, or cause to be increased, the Certificate Principal Amount of the Rule 144A Global Certificate
by the aggregate Certificate Principal Amount 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 Principal Amount 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 H to this Agreement 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 or Private Certificates. 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 Principal Amount 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 Temporary Regulation S Global Certificate to reflect the reduction in the Certificate Principal Amount
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 that is a Private Certificate
(other than a Class S or Class R Certificate) wishes at any time 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


 



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designated in Section 5.11 of this Agreement, 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 Principal Amount 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 I
to this Agreement (in the event that the applicable Global Certificate is the Temporary Regulation S Global Certificate), in the
form of Exhibit J to this Agreement (in the event that the applicable Global Certificate is the Regulation S Global
Certificate) or in the form of Exhibit K to this Agreement (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, and shall, if applicable, direct the Certificate Administrator to execute, authenticate
and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Principal Amount 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 Principal Amount 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 Principal Amount 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 (other than a Public 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 L-4 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 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 Master Servicer, the Special Servicer,
the Operating Advisor, 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 (other than as
otherwise set forth in Section 5.02(d) of this Agreement), 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


 



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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 Private 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 Private 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. 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 ERISA Restricted Certificate, Class S Certificate 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 or other plan subject to the fiduciary responsibility
provisions of ERISA or Code Section 4975 or a governmental plan (as defined in Section 3(32) of ERISA) or other plan
that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA
or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such
Plan or using the assets of a Plan (within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA,
or of applicable Similar Law) to purchase such ERISA Restricted Certificate, Class S Certificate or Class R Certificate, other
than, in the case of the ERISA Restricted Certificates, an insurance company using the assets of its general account under circumstances
whereby the purchase and holding of such Certificates by such insurance company would be exempt from the prohibited transaction
provisions of ERISA and the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60 (or, as applicable,
would not constitute a non-exempt violation of Similar Law). Except in connection with the transfer thereof by an Initial Purchaser
or the Depositor, each prospective transferee of an ERISA Restricted Certificate, Class S Certificate or Class R Certificate
in Non-Book Entry Certificate form shall deliver to the transferor, the Depositor, the Certificate Registrar, the Certificate Administrator
and the Trustee a representation letter, substantially in the form of Exhibit L-3 to this Agreement, stating that the
prospective transferee is not and will not be a Plan or a person acting on behalf of or using the assets of a Plan, other than,
in the case of the ERISA Restricted Certificates, an insurance company using the assets of its general account under circumstances
whereby the purchase and holding of such Certificates by such insurance company would be exempt from the prohibited transaction
provisions of ERISA and the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60 (or, as applicable,
would not constitute a non-exempt violation of Similar Law). No Class A-1, Class A-2, Class A-3, Class A-4,
Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D or Class
X-D Certificate and no Certificate which has ceased to be an ERISA Restricted Certificate (because of the proviso in the definition
of “ERISA Restricted


 



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Certificate”) may be purchased by or transferred to any prospective purchaser or transferee that
is or will be a Plan, or any person acting on behalf of any such Plan or using the assets of a Plan (within the meaning of 29 C.F.R.
Section 2510.3-101, as modified by Section 3(42) of ERISA, or of applicable Similar Law) to purchase such Certificate, unless (A) the
purchaser is an “accredited investor” within the meaning of 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 Code Section 4975 (or a similar non-exempt violation of Similar Law). Any attempted or purported
transfer in violation of these transfer restrictions shall be null and void ab initio and shall vest no rights in any purported
transferee and shall not relieve the transferor of any obligations with respect to the applicable Certificates.


 


(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
described in the first sentence of this Section 5.03(n) by a Person who is not a Permitted Transferee or by a Person
who is acting as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately
preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership
Interest as soon and as fully as possible.


 


(ii)          
No Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register,
without the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer,
and such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed
Transfer of any Residual Ownership Interest, other than in connection with the initial Transfer thereof to the applicable Initial
Purchasers, 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 L-1 to this Agreement (a “Transferee Affidavit”) of the proposed transferee
(A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee historically
has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands that, as
the holder of a Residual Ownership Interest, it may incur tax 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


 



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income tax treaty, of such proposed transferee or any
other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not
provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted
Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee,
and (6) the proposed transferee expressly agrees to be bound by and to comply with the provisions of this Section 5.03(n)
and (y) other than in connection with the initial issuance of a Class R Certificate or the Transfer of any Class R
Certificate by any Initial Purchaser in connection with the initial offering of the Certificates, require a statement from the
proposed transferor substantially in the form attached as Exhibit L-2 to this Agreement (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 (n)(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 Code Section 860E(e) 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 represented by Definitive Certificates and may only be transferred to and owned
by Qualified Institutional Buyers.


 


(v)          
The Class S Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by
Qualified Institutional Buyers or Institutional Accredited Investors.


 


Section 5.04     
Mutilated, Destroyed, Lost or Stolen Certificates. If
(a) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence
to its satisfaction of the destruction, loss or theft of any Certificate and (b) there is delivered to the Certificate Registrar,
the Trustee and the Certificate Administrator


 



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such security or indemnity as may be required by it to save it harmless, then, in
the absence of actual notice that such Certificate has been acquired by a bona fide purchaser, the Certificate Registrar shall
direct the Certificate Administrator to 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 5.04, the Certificate Registrar and the Certificate Administrator may require
the payment of a sum sufficient to cover any expenses (including the fees and expenses of the Certificate Registrar) connected
therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible
evidence of ownership in the Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall
be found at any time.


 


Section 5.05     
Persons Deemed Owners. The Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator and the Certificate Registrar, and any agent of any of them,
may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving
distributions as provided in this Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special
Servicer, the Operating Advisor, the Trustee, the Certificate Registrar, nor any agent of any of them shall be affected by any
notice to the contrary; provided, however, that to the extent that a party to this Agreement responsible for distributing
any report, statement or other information required to be distributed to Certificateholders has been provided an Investor Certification,
such party to this Agreement shall distribute such report, statement or other information to such Beneficial Owner (or prospective
transferee).


 


Section 5.06     
Appointment of Paying Agent. The Certificate Administrator
may appoint (and, if it does not so appoint, shall act as) a paying agent for the purpose of making distributions to Certificateholders
pursuant to Section 4.01 of this Agreement. The Certificate Administrator shall cause such Paying Agent, if other than
the Certificate Administrator or the Master Servicer, to execute and deliver to the Master Servicer and the Certificate Administrator
an instrument that is consistent in all material respects with this Agreement and in which such Paying Agent shall agree with the
Master Servicer and the Certificate Administrator that such Paying Agent will hold all sums held by it for the payment to Certificateholders
in trust for the benefit of the Certificateholders entitled thereto until such sums have been paid to the Certificateholders
or disposed of as otherwise provided herein. The initial Paying Agent shall be the Certificate Administrator. The Paying Agent
shall at all times (a) have a rating on its unsecured long-term debt of at least “A” by Fitch, “A2”
by Moody’s and, if rated by KBRA, a rating by KBRA at least equivalent to “A2” by Moody’s, and (b) have
a rating on its unsecured short-term debt of at least “P-1” by Moody’s (or have such other rating with respect
to which the Rating Agencies have provided a Rating Agency Confirmation).


 


Section 5.07   
   Access to Certificateholders’ Names and Addresses; Special Notices.


 


(a)           
If any Certifying Certificateholder, any Companion Loan Holder or the Master Servicer (for purposes of this Section 5.07,
an “Applicant”) applies or requests in writing to the Certificate Registrar, and such application or request
states that the Applicant desires to communicate with the Certificateholders, the Certificate Registrar shall promptly furnish
or


 



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cause to be furnished to such Applicant a list of the names and addresses of the Certificateholders as of the most recent Record
Date as they appear in the Certificate Register, at the expense of the Applicant.


 


(b)          
Every Certificateholder, by receiving and holding its Certificate, agrees with the Certificate Administrator that the Certificate
Administrator and the Certificate Registrar shall not be held accountable in any way by reason of the disclosure of any information
as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived.


 


(c)          
Upon the written request of any Certifying Certificateholder or Companion Loan Holder that (a) states that such Certificateholder
or Companion Loan Holder, 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 and (b) provides a copy of the Special Notice which such Certificateholder or
any Companion Loan Holder proposes to transmit, the Certificate Administrator shall post such Special Notice to the Certificate
Administrator’s Website 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 with 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 5.08   
  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 Certificate Administrator and, when
required, to the Depositor, the Master 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 Trustee, the Certificate
Administrator, the Depositor, the Special Servicer and the Master Servicer, if made in the manner provided in this Section.


 


(b)          
The fact and date of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable
manner which the 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


 



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Special Servicer or
the Master Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate.


 


(d)          
The Certificate Administrator or Certificate Registrar may require such additional proof of any matter referred to in this
Section 5.08 as it shall deem necessary.


 


Section 5.09   
  Authenticating Agent. The Certificate Administrator may appoint
an Authenticating Agent to execute and to authenticate Certificates. The Authenticating Agent must be acceptable to the Depositor
and must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal
office and place of business in a state and city acceptable to the Depositor, having a combined capital and surplus of at least
$15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
The Certificate Administrator shall serve as the initial Authenticating Agent and the Certificate Administrator hereby accepts
such appointment.


 


Any corporation into
which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from
any merger, conversion or consolidation to which the Authenticating Agent shall be party, or any corporation succeeding to the
corporate agency business of the Authenticating Agent, shall be the Authenticating Agent without the execution or filing of any
paper or any further act on the part of the Certificate Administrator or the Authenticating Agent.


 


The Authenticating Agent
may at any time resign by giving at least 30 days’ advance written notice of resignation to the Certificate Administrator
and the Depositor. The Certificate Administrator may at any time terminate the agency of the Authenticating Agent by giving written
notice of termination to the Authenticating Agent and the Depositor. Upon receiving a notice of resignation or upon such a termination,
or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.09,
the Certificate Administrator promptly shall appoint a successor Authenticating Agent, which shall be acceptable to the Depositor,
and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 5.09.


 


The Authenticating Agent
shall have no responsibility or liability for any action taken by it as such at the direction of the Certificate Administrator.
Any compensation paid to the Authenticating Agent shall be an unreimbursable expense of the Certificate Administrator. The appointment
of an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate
Administrator shall remain responsible for all acts and omissions of the Authenticating Agent.


 


Section 5.10     
Appointment of Custodian. The Certificate Administrator may
appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering
into a Custodial Agreement (in the event the Certificate


 



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Administrator is not the Custodian) that is consistent in all material
respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment
of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement and to enforce the terms
and provisions thereof against the Custodian for the benefit of the Certificateholders and the Companion Loan Holders. Each Custodian
shall be a depository institution subject to supervision by federal or state authority, shall have a combined capital and surplus
of at least $10,000,000, shall have a long-term debt rating of at least “BBB+” by Fitch, “Baa1” from Moody’s
and, if rated by KBRA, a rating by KBRA at least equivalent to “Baa1” by Moody’s, and shall be qualified to do
business in the jurisdiction in which it holds any Mortgage File. Each Custodial Agreement may be amended only as provided in Section 11.07
of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator.
The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that
no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate
Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization
evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied
with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond,
the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term
of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees
in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization
evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors
and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer
with respect to which the Rating Agencies have provided to the Certificate Administrator a Rating Agency Confirmation. The appointment
of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator
shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian,
the Custodian may self-insure.


 


Section 5.11     
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 111 Fillmore Avenue, St. Paul, Minnesota
55107 Attn: Bondholder Services – GSMS 2015-GC34 as its office for such purposes. The Certificate Registrar shall give prompt
written notice to the Certificateholders of any change in the location of the Certificate Register or any such office or agency.


 


Section 5.12     
Exchanges of Exchangeable Certificates.


 


(a)          
At all times, the Class A-S, Class B and Class C Certificates shall represent beneficial ownership interests
in the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively,
in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively. At all times,
the


 



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Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components.


 


(b)          
On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of
Exchangeable Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount
set forth for such Class in the Preliminary Statement.


 


(c)          
Following the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder
holds Class A-S Certificates, the Class B Certificates and the Class C Certificates in an Exchangeable Proportion,
then those Exchangeable Certificates may be exchanged on the books of the Depository for Class PEZ Certificates that represent
the same Tranche Percentage Interest in each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder
that holds Class PEZ Certificates may exchange its Certificates on the books of the Depository for Class A-S Certificates,
Class B Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ
Regular Interests as the Class PEZ Certificates being surrendered.


 


(d)          
An exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates
being surrendered or received in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01.
No exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current
Certificate Principal Amount of the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and,
to the extent evidencing an interest in the Class A-S Regular Interest, the Class PEZ Certificates) has been reduced
to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of
exchanges of Exchangeable Certificates authorized pursuant to this Section 5.12. In addition, the Depositor shall have
the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on
the Closing Date.


 


(e)          
At the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable
Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates,
in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means
set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such
Certificateholder is entitled as set forth in Section 5.12(c).


 


(f)           
In connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate
Certificate Principal Amount of the Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on
the Certificate Register and shall increase the outstanding aggregate Certificate Principal Amount of the related Class or
Classes of Exchangeable Certificates received by such Holder in such exchange on the Certificate Register, and the Certificate
Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate
notations on the Global Certificate for each Class of Exchangeable Certificates to reflect such reductions and increases.


 



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(g)           In order to effect
an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator by e-mail at “cmbs.transactions@usbank.com”
and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange
Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange
notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and
(iii) set forth the following information: the CUSIP Number of each Exchangeable Certificate to be exchanged and each Exchangeable
Certificate to be received; the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be exchanged
and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; the Certificateholder’s
Depository participant number; and the proposed Exchange Date. The Certificateholder and the Certificate Registrar shall utilize
the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Exchangeable Certificates.
A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates
shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date,
by notice to the Certificate Administrator substantially in the form of Exhibit EE.


 


(h)           The Certificate
Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange
on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record
Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month,
then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to
the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the
Certificate Administrator, the Trustee nor the Depositor shall have any obligation to ensure the availability of the applicable
Certificates in the market to accomplish any exchange.


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the 

Operating Advisor and the Controlling Class Representative


 


Section 6.01     Liability
of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor. The Depositor, the Master Servicer,
the Special Servicer and the Operating Advisor each shall be liable in accordance herewith only to the extent of the obligations
specifically imposed by this Agreement. Each of the Master Servicer, the Special Servicer and the Operating Advisor shall indemnify
the Depositor, any employee, manager, member, agent, director or officer of the Depositor, the Trust Fund and the Serviced Companion
Loan Holders and hold the Depositor, any employee, manager, member, agent, director or officer of the Depositor, the Trust Fund
and the Serviced Companion Loan Holders harmless against any loss, liability or reasonable expense (including, without limitation,
reasonable attorneys’ fees and expenses) incurred by such parties (i) as a result of any willful misconduct, bad faith,
fraud or negligence in the performance of duties of the Master Servicer, the Special Servicer or the Operating Advisor, as the
case may be, or by reason of negligent disregard of the Master


 



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Servicer’s, the Special Servicer’s or the Operating
Advisor’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Master Servicer,
the Special Servicer or the Operating Advisor, as the case may be, of any of its representations or warranties contained herein.
The Depositor shall indemnify the Trust Fund and the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
and the Operating Advisor, and any employee, manager, member, agent, director or officer of the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator or the Operating Advisor and hold the Trust Fund and the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator and the Operating Advisor and any employee, manager, member, agent, director
or officer of either the Master Servicer, the Special Servicer, the Trustee or the Operating Advisor harmless against any loss,
liability or reasonable expense (including, without limitation, reasonable attorneys’ fees and expenses) incurred by such
parties (i) in connection with any willful misconduct, bad faith, fraud and/or negligence in the performance of duties of the
Depositor or by reason of negligent disregard of the Depositor obligations or duties hereunder, or (ii) as a result of the breach
by the Depositor of any of its representations or warranties contained herein.


 


For the avoidance of
doubt, with respect to any indemnification provisions in this Agreement providing that a party to this Agreement is required to
indemnify another party to this Agreement for attorney’s fees and expenses, such fees and expenses are intended to include
attorney’s fees and expenses relating to the enforcement of such indemnity (but only after a non-appealable final judgment
or court order in favor of the indemnified party with respect to such indemnity or as agreed to by the related parties pursuant
to the settlement or otherwise).


 


Section 6.02     Merger
or Consolidation of the Master Servicer, the Special Servicer and the Operating Advisor. Subject to the following paragraph,
each of the Master Servicer, the Special Servicer and the Operating Advisor shall keep in full effect its existence, rights and
good standing as a national banking association, corporation or a limited liability company, as applicable, under the laws of
the state of its organization and shall not jeopardize its ability to do business in each jurisdiction in which the Mortgaged
Properties are located, to the extent necessary to perform its obligations under this Agreement, or to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this
Agreement.


 


Each of the Master Servicer,
the Special Servicer and the Operating Advisor may be merged or consolidated with or into any Person, or transfer all or substantially
all of its assets (which may be limited to all or substantially all of its assets related to commercial mortgage loan servicing
or, in the case of the Operating Advisor, may be limited to all or substantially all of its assets related to acting as a trust
advisor or operating advisor for commercial mortgage securitizations) to any Person, in which case any Person resulting from any
merger or consolidation to which it shall be a party, or any Person succeeding to its business, shall be the successor of the Master
Servicer, the Special Servicer or the Operating Advisor, as applicable, hereunder, and shall be deemed to have assumed all of the
liabilities of the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, hereunder, if each of the Rating
Agencies has provided a Rating Agency Confirmation; provided that if the Master Servicer, the Special Servicer or the Operating
Advisor enters into a merger and the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, is the surviving
entity under applicable


 



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law, then the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall not,
as a result of the merger, be required to provide a Rating Agency Confirmation.


 


Section 6.03     Limitation
on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and Others. None of the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or any of the directors, members, managers, officers,
employees or agents of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor shall be under any liability
to the Trust Fund, the Certificateholders, the Companion Loan Holders or any other Person for any action taken, or for refraining
from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or any such
Person against liability which would be imposed by reason of (i) any breach of warranty or representation by such respective party
in this Agreement or (ii) any willful misconduct, bad faith, fraud or negligence on the part of such respective party in the performance
of its obligations and duties hereunder or by reason of negligent disregard on the part of such respective party of its obligations
or duties hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and any director, member,
manager, officer, employee or agent of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor may rely
in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person respecting
any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and any director,
member, manager, officer, employee or agent of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor
shall be indemnified and held harmless by the Trust Fund (which indemnification amounts shall be payable out of the Collection
Account or the applicable Serviced Whole Loan Custodial Account if and to the extent with respect to a Serviced Whole Loan and
then out of the Collection Account, provided that, to the extent that the amount relates to a Serviced Whole Loan, is required
under the Co-Lender Agreement to be borne by the holder of a related Companion Loan and is paid from the Collection Account because
funds on deposit in the applicable Serviced Whole Loan Custodial Account are insufficient to pay such indemnification, then the
Master Servicer shall from time to time thereafter use amounts otherwise payable to the holder of such Companion Loan to deposit
into the Collection Account the amount so paid from the Collection Account) against any loss, liability, penalty, fine, forfeiture,
claim, judgment or expense (including reasonable legal fees and expenses) incurred in connection with, or relating to, this Agreement
or the Certificates, other than any loss, liability, penalty, fine, forfeiture, claim, judgment or expense (including reasonable
legal fees and expenses) (i) incurred by reason of willful misconduct, bad faith, fraud or negligence in the performance of obligations
or duties hereunder or by reason of negligent disregard of obligations or duties hereunder, in each case by the Person being indemnified,
(ii) with respect to any such party, resulting from the breach by such party of any of its representations or warranties contained
herein, (iii) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant
to the terms hereof or (iv) which constitutes an Advance that is otherwise reimbursable hereunder. None of the Depositor, the
Master Servicer, the Special Servicer or the Operating Advisor shall be under any obligation to appear in, prosecute or defend
any legal action unless such action is related to its respective duties under this Agreement and in its opinion does not expose
it to any expense or liability for which reimbursement is not reasonably assured; provided, however, that the Depositor,
the Master Servicer, the Special Servicer or the Operating Advisor may in its


 



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discretion undertake any such action related to
its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of
the parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs
of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund (payable out of
the Collection Account or the applicable Serviced Whole Loan Custodial Account if and to the extent with respect to a Serviced
Whole Loan and then out of the Collection Account, provided that to the extent that the amount relates to a Serviced Whole Loan,
is required under the related Co-Lender Agreement to be borne by the holder of a related Companion Loan and is paid from the Collection
Account because funds on deposit in the applicable Serviced Whole Loan Custodial Account are insufficient to pay such indemnification,
then the Master Servicer shall from time to time thereafter use amounts otherwise payable to the holder of such Companion Loan
to deposit into the Collection Account the amount so paid from the Collection Account), and the Depositor, the Master Servicer,
the Special Servicer and the Operating Advisor shall be entitled to be reimbursed therefor from the Collection Account or the
applicable Serviced Whole Loan Custodial Account, as applicable, as provided in Section 3.06 and Section 3.06A of
this Agreement.


 


Section 6.04     Limitation
on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor.


 


(a)            Each of the Master
Servicer, the Special Servicer and the Operating Advisor may assign its respective rights and delegate its respective duties and
obligations under this Agreement; provided that, with respect to any of the Master Servicer, the Special Servicer or the
Operating Advisor: (i) the successor accepting such assignment and delegation (A) shall be an established mortgage finance entity,
bank or other entity regularly engaged in the servicing of commercial mortgage loans (or, in the case of the Operating Advisor,
an Eligible Operating Advisor), organized and doing business under the laws of any state of the United States, the District of
Columbia or the United States, authorized under such laws to perform the duties of a servicer of mortgage loans or of an operating
advisor, as applicable, or a Person resulting from a merger, consolidation or succession that is permitted under Section 6.02
of this of this Agreement and, in the case of a Serviced Whole Loan, under the related Co-Lender Agreement, and (B) shall execute
and deliver 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 Master Servicer, the
Special Servicer or the Operating Advisor, as the case may be, under this Agreement from and after the date of such agreement;
(ii) each Rating Agency has delivered to the Trustee a Rating Agency Confirmation; (iii) the Master Servicer, the Special Servicer
or the Operating Advisor 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 6.04; (iv) the rate at which the Operating Advisor Fee, the Servicing
Fee or Special Servicing Compensation, as applicable (or any component thereof) is calculated shall not exceed the rate then in
effect; and (v) the resigning Master Servicer, Special Servicer or Operating Advisor, as applicable, shall be responsible for the
reasonable costs and expenses of each other party hereto, the Trust and the Rating Agencies in connection with such transfer. Upon
acceptance of such assignment and delegation, the purchaser or transferee shall be the successor Master Servicer, Special Servicer
or Operating Advisor, as applicable, hereunder.


 



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(b)           Except as provided
in this Section 6.04, the Master Servicer, the Special Servicer and the Operating Advisor shall not resign from their respective
obligations and duties hereby imposed on them except upon determination that such duties hereunder are no longer permissible under
applicable law; provided that, on and after the time the Trustee receives notice of resignation by the Master Servicer,
the Special Servicer or the Operating Advisor upon determination that such duties hereunder are no longer permissible under applicable
law, the Trustee shall, subject to the terms and provisions of Section 7.02 of this Agreement as if the resigning party
was a Terminated Party, be its successor in all respects in its capacity as Master Servicer, Special Servicer or Operating Advisor,
as applicable, as though the Master Servicer, the Special Servicer or the Operating Advisor, as the case may be, had received a
notice of termination. Any such determination permitting the resignation of the Master Servicer, the Special Servicer or Operating
Advisor, as applicable, shall be evidenced by an Opinion of Counsel (obtained at the resigning Master Servicer’s, the Special
Servicer’s or Operating Advisor’s expense) to such effect delivered to the Trustee and the Certificate Administrator.


 


Except as provided in
the immediately preceding paragraph, no resignation or removal of the Master Servicer, the Special Servicer or the Operating Advisor
as contemplated herein shall become effective until the Trustee or a successor Master Servicer, Special Servicer or Operating Advisor
shall have assumed the Master Servicer’s, the Special Servicer’s or (except in circumstances where no successor Operating
Advisor is required to be appointed) the Operating Advisor’s responsibilities, duties, liabilities and obligations hereunder.
If no successor Master Servicer, Special Servicer or Operating Advisor can be obtained to perform such obligations for the same
compensation to which the terminated Master Servicer, Special Servicer or Operating Advisor would have been entitled, additional
amounts payable to such successor Master Servicer, Special Servicer or Operating Advisor shall be treated as a shortfall resulting
in Realized Losses; provided that, for so long as no Consultation Termination Event has occurred and is continuing, the
Trustee shall consult with the Controlling Class Representative prior to the appointment of a successor Master Servicer, Special
Servicer or Operating Advisor at a servicing or operating advisor compensation in excess of that permitted to the terminated Master
Servicer, Special Servicer or Operating Advisor, as applicable.


 


If the Trustee or an
Affiliate acts pursuant to this Section 6.04 as successor to the resigning Master Servicer, it may reduce the Excess Servicing
Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise
be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Master Servicer
other than itself or an Affiliate pursuant to this Section 6.04, it may reduce the Excess Servicing Fee Rate to the extent
reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer that
meets the requirements of this Section 6.04.


 


(c)            Notwithstanding
the foregoing, the Operating Advisor may resign from its obligations and duties under this Agreement, without payment of any penalty,
at any time if there are no classes of Sequential Pay Certificates (other than the Class E, Class F and Class G Certificates) outstanding
and the Class PEZ Certificates are not outstanding; provided that no successor operating advisor shall be required to be appointed
in connection with, or as a condition to, such resignation.


 



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Section 6.05     Rights
of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer. The
Master Servicer and the Special Servicer shall afford the Depositor, the Trustee, the Certificate Administrator and, subject to
Section 11.13 of this Agreement, each Rating Agency, upon reasonable notice, during normal business hours access to all
records maintained by it in respect of its rights and obligations hereunder and access to its officers responsible for such obligations,
if reasonably related to the performance of the obligations of such Person under this Agreement. Upon request, if reasonably related
to the performance of the obligations of such Person under this Agreement, the Master Servicer and the Special Servicer shall
furnish to the Depositor, each of the Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer, the Trustee
and the Certificate Administrator its most recent publicly available annual financial statements or those of its public parent.
The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer or the Special Servicer hereunder which
are in default and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of such Person
hereunder or exercise its rights hereunder, provided that the Master Servicer and the Special Servicer shall not be relieved
of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. In the event the Depositor
or its designee undertakes any such action it will be reimbursed by the Trust Fund from the Collection Account as provided in
Section 3.06 and Section 6.03 of this Agreement to the extent not recoverable from the Master Servicer or the Special
Servicer, as applicable. None of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer (with respect
to the Special Servicer) or the Special Servicer (with respect to the Master Servicer) shall have any responsibility or liability
for any action or failure to act by the Master Servicer or the Special Servicer and neither such Person is obligated to monitor
or supervise the performance of the Master Servicer or the Special Servicer under this Agreement or otherwise. Neither the Master
Servicer nor the Special Servicer shall have any responsibility or liability for any action or failure to act by the Depositor,
the Trustee or the Certificate Administrator and neither such Person is obligated to monitor or supervise the performance of the
Depositor, the Trustee or the Certificate Administrator under this Agreement or otherwise.


 


Each of the Trustee,
the Certificate Administrator, the Depositor, the Master Servicer, and the Special Servicer shall furnish such reports, certifications
and information as are reasonably requested by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer or
the related Special Servicer, as applicable, in order to enable such requesting party to perform its duties hereunder, provided
that for the avoidance of doubt, this shall not require any Person to prepare any reports, Certificates and information not required
to be prepared hereunder.


 


Neither the Master Servicer
nor the Special Servicer shall be under any obligation to disclose confidential or proprietary information pursuant to this Section.


 


Section 6.06     Master
Servicer, Special Servicer as Owner of a Certificate. The Master Servicer or an Affiliate of the Master Servicer or the
Special Servicer or an Affiliate of the Special Servicer may become the Holder (or with respect to a Global Certificate, Beneficial
Owner) of any Certificate with the same rights it would have if it were not the Master Servicer or the Special Servicer or an
Affiliate thereof, except as otherwise expressly provided herein. If, at any time during which the Master Servicer or the Special
Servicer or an Affiliate of the Master


 



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Servicer or the Special Servicer is the Holder or Beneficial Owner of any Certificate,
the Master Servicer or the Special Servicer proposes to take action (including for this purpose, omitting to take action) that
(i) is not expressly prohibited by the terms hereof and would not, in the Master Servicer’s or the Special Servicer’s
good faith judgment, violate the Servicing Standard, and (ii) if taken, might nonetheless, in the Master Servicer’s or the
Special Servicer’s good faith judgment, be considered by other Persons to violate the Servicing Standard, the Master Servicer
or the Special Servicer may seek the approval of the Certificateholders and any affected Companion Loan Holder to such action
by delivering to the Trustee and the Certificate Administrator a written notice that (i) states that it is delivered pursuant
to this Section 6.06, (ii) identifies the Percentage Interest in each Class of Certificates beneficially owned by the Master
Servicer or the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer, and (iii) describes in reasonable
detail the action that the Master Servicer or the Special Servicer proposes to take. The Certificate Administrator, upon receipt
of such notice, shall forward it to the Certificateholders (other than the Master Servicer and its Affiliates or the Special Servicer
and its Affiliates, as appropriate) together with such instructions for response as the Certificate Administrator shall reasonably
determine. If at any time Certificateholders holding greater than 50% of the Voting Rights of all Certificateholders (calculated
without regard to the Certificates beneficially owned by the Master Servicer or its Affiliates or the Special Servicer or its
Affiliates) and any affected Companion Loan Holder shall have consented in writing to the proposal described in the written notice,
and if the Master Servicer or the Special Servicer shall act as proposed in the written notice, such action shall be deemed to
comply with the Servicing Standard. The Certificate Administrator shall be entitled to reimbursement from the Master Servicer
or the Special Servicer, as applicable, of the reasonable expenses of the Certificate Administrator incurred pursuant to this
paragraph. It is not the intent of the foregoing provision that the Master Servicer or the Special Servicer be permitted to invoke
the procedure set forth herein with respect to routine servicing matters arising hereunder, except in the case of unusual circumstances.


 


Section 6.07     Rating
Agency Fees. The Depositor shall pay (or cause to be paid) the annual fees of each Rating Agency including, but not limited
to, surveillance fees.


 


Section 6.08     Termination
of the Special Servicer Without Cause.


 


(a)           At any time prior
to the occurrence and continuance of any Control Termination Event, subject to Section 6.08(g) of this Agreement, the Controlling
Class Representative (other than with respect to the Hyatt Place Texas Portfolio Whole Loan) shall be entitled to terminate the
rights (subject to Section 3.12 and Section 6.03 of this Agreement) and obligations of the Special Servicer under
this Agreement (exclusive of any Excluded Loan), with or without cause, upon ten (10) Business Days’ notice to the Special
Servicer, the Master Servicer, the Certificate Administrator and the Trustee and, in the case of a termination of the Special Servicer
with respect to a Serviced Whole Loan, the related Companion Loan Holder. Upon a termination (pursuant to the prior sentence) or
a resignation (pursuant to Section 6.04(b) of this Agreement) of the Special Servicer, subject to Section 6.08(g)
of this Agreement, the Controlling Class Representative (other than with respect to the Hyatt Place Texas Portfolio Whole Loan)
shall appoint a successor to the Special Servicer; provided, however, that (i) such successor will meet the requirements
set forth in Section 7.02 of this Agreement; (ii) the Controlling Class Representative shall (at no expense to the Trust)
obtain and deliver to the


 



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Certificate Administrator and the Trustee a Rating Agency Confirmation with respect to such proposed
successor acting as the Special Servicer and (iii) in the case of the appointment of a successor Special Servicer with respect
to a Serviced Whole Loan, the Controlling Class Representative shall (at no expense to the Trust or the related Other Securitization
Trust) obtain and deliver to the certificate administrator (if any) and the trustee for the related Other Securitization Trust
(with a copy to the Certificate Administrator and the Trustee) a Companion Loan Rating Agency Confirmation with respect to such
proposed successor acting as the Special Servicer for the related Companion Loan.


 


Solely with respect to
the Hyatt Place Texas Portfolio Whole Loan, while serviced under this Agreement, the Special Servicer may be replaced by the Hyatt
Place Texas Portfolio Companion Loan Holder (or its representative), with or without cause, provided, however, that
(i) such successor will meet the requirements set forth in Section 7.02 of this Agreement; (ii) the Hyatt Place Texas Portfolio
Companion Loan Holder (or its 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 the Special Servicer.


 


Following the occurrence
and during the continuance of a Control Termination Event, and subject to Section 6.08(g) of this Agreement, 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 (other than with respect to the Hyatt Place Texas Portfolio Whole Loan) with
a proposed successor 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 such
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 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 or (b) Holders of Non-Reduced Certificates evidencing more than 50% of the
Voting Rights of each Class of Non-Reduced Certificates, subject to Section 6.08(g) of this Agreement (considering each
Class of the Class A-S, Class B and Class C Certificates together with the Class PEZ Component of the same alphabetical designation
as a single “Class” for such purpose), the Trustee shall terminate all of the rights (subject to Section 3.12,
Section 6.03 and Section 6.08(g) of this Agreement) and obligations of the Special Servicer (other than with respect
to the Hyatt Place Texas Portfolio Whole Loan) under this Agreement, and the proposed successor Special Servicer shall succeed
to the duties of the Special Servicer all as if a removal and replacement were occurring pursuant to Section 7.01 and Section
7.02 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 6.08(a) shall be binding upon and inure to the benefit of solely the
Certificateholders and the Trustee as between each other. As between the Special Servicer (other than with respect to the Hyatt
Place Texas Portfolio Whole Loan), on the one hand, and the


 



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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 may access notices
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; provided that the Certificate
Administrator shall be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting
such notices.


 


(b)           At any time after
the occurrence and during the continuance of a Consultation Termination Event and subject to Section 6.08(g) of this Agreement,
if the Operating Advisor determines that the Special Servicer is not performing its duties as required hereunder or is otherwise
not acting in accordance with the Servicing Standard, the Operating Advisor shall deliver to the Trustee and the Certificate Administrator,
with a copy to the Special Servicer, a written recommendation in the form of Exhibit T 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 that in no event shall the information
or any other content included in such written recommendation contravene any provision of this Agreement) detailing the reasons
supporting its position (along with relevant information justifying its recommendation) and recommending a replacement special
servicer meeting the applicable requirements of this Agreement, which recommended special servicer has agreed to succeed as the
Special Servicer if appointed in accordance herewith (other than with respect to the Hyatt Place Texas Portfolio Whole Loan). In
such event, the Certificate Administrator shall promptly post a copy of such recommendation on the Certificate Administrator’s
Website and by mail send notice to all Certificateholders, asking them to vote whether they wish to remove the Special Servicer
(other than with respect to the Hyatt Place Texas Portfolio Whole Loan). Upon (i) the written direction of Holders of each Class
of Non-Reduced Certificates evidencing greater than 50% of the aggregate Voting Rights of each Class of Non-Reduced Certificates
(considering each Class of the Class A-S, Class B and Class C Certificates together with the Class PEZ Component of the same alphabetical
designation as a single “Class” for such purpose) within 180 days of the initial request for a vote and (ii) receipt
of Rating Agency Confirmation from each Rating Agency by the Certificate Administrator following satisfaction of the foregoing
clause (i), the Trustee shall (i) subject to Section 6.08(g) of this Agreement, terminate all of the rights and obligations
of the Special Servicer under this Agreement (other than with respect to the Hyatt Place Texas Portfolio Whole Loan) and appoint
the recommended applicable successor Special Servicer and (ii) promptly notify such outgoing Special Servicer of the effective
date of such termination. The reasonable fees and out-of-pocket costs and expenses associated with obtaining such Rating Agency
Confirmation and administering such vote shall be an Additional Trust Fund Expense. If the Certificate Administrator does not receive
the required written direction contemplated by clause (i) of the second preceding sentence within 180 days of the initial request
for such vote, then the Trustee shall have no obligation to remove the Special Servicer and such recommendation shall lapse and
have no force or effect. 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


 



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successor hereunder. No penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant
to this Section 6.08(b).


 


(c)            In no event may
a successor Special Servicer be a current or former Operating Advisor or any Affiliate of such current or former Operating Advisor.
Further, such successor must be a Person that (i) satisfies all of the eligibility requirements applicable to special servicers
contained in this Agreement and, in the case of a Serviced Whole Loan, in the related Co-Lender Agreement, (ii) is not obligated
or allowed 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, (iii) is not entitled to waive any compensation from the Operating
Advisor and (iv) 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.


 


(d)            The appointment
of any such successor Special Servicer shall not relieve the Master Servicer or the Trustee of their respective obligations to
make Advances as set forth herein; provided, however, any initial Special Servicer specified in Section 3.21(a)
of this Agreement shall not 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 the Special Servicer shall be paid by the Controlling Class Representative or Certificateholders or Companion Loan
Holder so terminating the Special Servicer and shall not in any event be an expense of the Trust Fund.


 


(e)            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 11.13 of this
Agreement, each Rating Agency has delivered to the Trustee and the Certificate Administrator a Rating Agency Confirmation and,
if a Serviced Whole Loan or any related REO Property is involved, each related Companion Loan Rating Agency has delivered to the
Trustee and the Certificate Administrator and their respective counterparts with respect to the Other Securitization Trust a Companion
Loan Rating Agency Confirmation, in each case with respect to such termination and appointment of a successor.


 


(f)            Any successor
Special Servicer shall be deemed to make the representations and warranties provided for in Section 2.06(a) of this Agreement
mutatis mutandis as of the date of its succession.


 


(g)            In the event that
the Special Servicer is terminated pursuant to this Section 6.08, 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 Mortgage Loans and the Serviced Whole
Loans for which it is the Special Servicer and the proceeds thereof, other than any rights the Special Servicer may have hereunder
as a Certificateholder and any rights or obligations that


 



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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 6.03 of this Agreement and the right to receive ongoing Workout
Fees in accordance with the terms hereof).


 


(h)           If (1) a replacement
special servicer is appointed with respect to a Serviced Whole Loan or any related REO Property in accordance with Article VII
or (2) an Excluded Special Servicer is appointed with respect to an Excluded Special Servicer Loan, such that there are multiple
parties acting as Special Servicer hereunder, then, unless the context clearly requires otherwise: (i) when used in the context
of imposing duties and obligations on the Special Servicer hereunder or the performance of such duties and obligations, the term
“Special Servicer” shall mean (A) the applicable Serviced Whole Loan Special Servicer, insofar as such duties and obligations
relate to the subject Serviced Whole Loan or any related REO Property, (B) the applicable Excluded Special Servicer, insofar as
such duties and obligations relate to the subject Excluded Special Servicer Loan or any related REO Property, and (C) shall mean
the Pool Special Servicer (as defined below in subsection (i)), in all other cases (provided, that in Section 3.15 and Article
VII of this Agreement, the term “Special Servicer” shall mean each of the Serviced Whole Loan Special Servicer, the
Excluded Special Servicers (if any) and the Pool Special Servicer); (ii) when used in the context of identifying the recipient
of any information, funds, documents, instruments and/or other items, the term “Special Servicer” shall mean (A) the
applicable Serviced Whole Loan Special Servicer, insofar as such information, funds, documents, instruments and/or other items
relate to the subject Serviced Whole Loan or any related REO Property, (B) the applicable Excluded Special Servicer, insofar as
such information, funds, documents, instruments and/or other items relate to the subject Excluded Special Servicer Loan or any
related REO Property and (C) shall mean the Pool Special Servicer, in all other cases; (iii) when used in the context of granting
the Special Servicer the right to purchase all of the Mortgage Loans and all other property held by the Trust Fund pursuant to
Section 9.01 of this Agreement, the term “Special Servicer” shall mean the Pool Special Servicer only; (iv)
when used in the context of the Special Servicer being replaced pursuant to this Section 6.08 by the Controlling Class Representative
or the applicable Certificateholders the term “Special Servicer” shall mean the Pool Special Servicer, the applicable
Serviced Whole Loan Special Servicer or the Excluded Special Servicer, if applicable; (v) when used in the context of granting
the Special Servicer any protections, limitations on liability, immunities and/or indemnities hereunder, the term “Special
Servicer” shall mean each of the Serviced Whole Loan Special Servicer, the Excluded Special Servicers (if any) and the applicable
Pool Special Servicer as defined herein; and (vi) when used in the context of requiring indemnification from, imposing liability
on, or exercising any remedies against, the Special Servicer for any breach of a representation, warranty or covenant hereunder
or for any negligence, bad faith or willful misconduct in the performance of duties and obligations hereunder or any negligent
disregard of such duties and obligations or otherwise holding the Special Servicer responsible for any of the foregoing, the term
“Special Servicer” shall mean the applicable Serviced Whole Loan Special Servicer, the applicable Excluded Special
Servicer or the Pool Special Servicer, as applicable.


 



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(i)             References in
this Agreement to “Pool Special Servicer” mean the Person performing the duties and obligations of special servicer
with respect to the applicable Mortgage Loans (exclusive of (A) any Serviced Whole Loan or related REO Property as to which a different
Serviced Whole Loan Special Servicer has been appointed with respect thereto and (B) any Excluded Special Servicer Loan or any
related REO Property as to which a different Excluded Special Servicer has been appointed with respect thereto).


 


(j)             Notwithstanding
anything to the contrary contained in this Section 6.08, if the Special Servicer has obtained knowledge that it has become
a Borrower Party with respect to any Mortgage Loan or Serviced Whole Loan, then the Special Servicer shall resign in such capacity
with respect to such Excluded Special Servicer Loan. Prior to the occurrence and continuance of a Control Termination Event, if
the Excluded Special Servicer Loan is not also an Excluded Loan, the Controlling Class Representative shall appoint (and replace
with or without cause) the Excluded Special Servicer, as successor to the resigning Special Servicer, for the related Excluded
Special Servicer Loan in accordance with this Agreement. At any time after the occurrence and during the continuance of a Control
Termination Event or if an Excluded Special Servicer Loan is also an Excluded Loan, the resigning Special Servicer shall use reasonable
efforts to appoint the Excluded Special Servicer and shall, at the expense of the Issuing Entity,
petition any court of competent jurisdiction for the appointment of a successor Excluded Special Servicer if one is not appointed
within sixty (60) days of the Special Servicer’s notice of resignation. If a Control Termination Event has occurred and is
continuing, neither the Controlling Class Representative nor any other Controlling Class Certificateholder shall be entitled to
remove or replace the Special Servicer with respect to any Excluded Special Servicer Loan. It shall be a condition to any such
appointment that (i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal
of any of their then current ratings of the Certificates and the equivalent from each NRSRO hired to provide ratings with respect
to any commercial mortgage-backed securities backed by a Serviced Companion Loan, (ii) the Excluded Special Servicer is a replacement
special servicer meeting the applicable requirements of this Agreement and (iii) the Excluded Special Servicer delivers to the
Depositor and any applicable depositor related to another securitization that includes a Serviced Companion Loan, the information,
if any, required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as Excluded Special Servicer.


 


If at any time the Person
that had acted as the Special Servicer for any Mortgage Loan or Serviced Whole Loan prior to such Mortgage Loan or Serviced Whole
Loan, as the case may be, becoming an Excluded Special Servicer Loan is no longer a Borrower Party (including, without limitation,
as a result of the related Mortgaged Property becoming REO Property or an assumption of the Excluded Special Servicer Loan) with
respect to such Mortgage Loan or Serviced Whole Loan, as the case may be, (1) the related Excluded Special Servicer shall resign,
(2) such Mortgage Loan or Serviced Whole Loan, as the case may be, shall no longer be an Excluded Special Servicer Loan, (3) such
original Special Servicer shall become the Special Servicer again for such Mortgage Loan or Serviced Whole Loan, as the case may
be, and (4) such original Special Servicer shall be entitled to all Special Servicing Compensation with respect to such Mortgage
Loan or Serviced Whole Loan, as the case may be, earned during such time on and after it resumes its duties as Special Servicer
with respect to such Mortgage Loan or Serviced Whole Loan, as the case may be.


 



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The Excluded Special
Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and will be
entitled to all Special Servicing Compensation with respect to such Excluded Special Servicer Loan earned during such time as the
related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that that Special Servicer shall remain
entitled to all other special servicing compensation with respect all Mortgage Loans and Serviced Whole Loans which are not Excluded
Special Servicer Loans).


 


(k)            If a Servicing
Officer of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as applicable, has actual knowledge
that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer Loan, as
applicable, the Master Servicer, the related Excluded Special Servicer or Special Servicer, as applicable, shall provide prompt
written notice thereof to each of the other parties to this Agreement.


 


Section 6.09     The
Controlling Class Representative.


 


(a)            For so long as
no Control Termination Event has occurred and is continuing and exclusive of any Excluded Loan, the Controlling Class Representative
shall be entitled to (1) advise the Special Servicer with respect to all Specially Serviced Loans (other than the Hyatt Place Texas
Portfolio Mortgage Loan), (2) advise the Special Servicer with respect to non-Specially Serviced Loans (other than the Non-Serviced
Loans) and the Hyatt Place Texas Portfolio Mortgage Loan as to all matters for which the Master Servicer must obtain the consent
or deemed consent of the Special Servicer for a Major Decision, and (3) with respect to any Non-Serviced Mortgage Loan, exercise
consultation and consent rights (if any) and attend annual meeting with an Other Master Servicer and an Other Special Servicer,
in each case, to the extent the holder of a Non-Serviced Mortgage Loan is entitled to such rights pursuant to the related Co-Lender
Agreement. In addition, notwithstanding anything herein to the contrary, except as set forth in, and in any event subject to Section
6.09(b) and the second and third paragraphs of this Section 6.09(a), both (a) the Master 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 15 Business Days (or 60 days with respect to the determination of an Acceptable Insurance Default) (from the date that the
Special Servicer receives the information from the Master Servicer) to analyze and make a recommendation regarding such Major Decision
(provided that, if the Special Servicer does not consent, or notify the Master Servicer that it will not consent, to such
Major Decision within the required 15 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 Master 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 as to which the Controlling Class
Representative has objected in writing within ten (10) Business Days (or, in the case of a determination of an Acceptable Insurance
Default, twenty (20) days) after receipt of the written recommendation and analysis from the Special Servicer; provided
that (i) if such written objection has not been received by the Special Servicer within such ten (10) Business Day period or twenty
(20) day period, as applicable, then the Controlling Class Representative will be deemed to have approved such action and (ii)
the consent of the Controlling Class Representative shall not be required in


 



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connection with a Major Decision with respect to an
Excluded Loan; provided further, that, in the event that the Special Servicer or Master Servicer (in the event the
Master Servicer is otherwise authorized by this Agreement to take such action), as applicable, determines that immediate action,
with respect to a Major Decision, or any other 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
and, with respect to any Serviced Whole Loan, the related Companion Loan Holder(s) (as a collective whole as if such Certificateholders
and related Companion Loan Holder(s) constituted a single lender, taking into account the subordinate nature of the related Subordinate
Companion Loan), the Special Servicer or Master 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; provided that, after the occurrence and during the continuance of a Control Termination
Event, the Special Servicer shall consult (on a non-binding basis) with the Controlling Class Representative (other than with respect
to any Excluded Loan and until the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor in
connection with any Major Decision and consider alternative actions recommended by the Controlling Class Representative and the
Operating Advisor, but only to the extent such consultation with, or consent of, the Controlling Class Representative would have
been required prior to the occurrence and continuance of such Control Termination Event. Notwithstanding the foregoing, the Controlling
Class Representative shall have no consent or consultation rights with respect to Major Decisions with respect to any Excluded
Loan.


 


In addition, for so long
as no Control Termination Event has occurred and is continuing, the Controlling Class Representative (other than with respect to
any Excluded Loan) may direct the Special Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage
Loan or Serviced Whole Loan, as applicable, as the Controlling Class Representative may deem advisable or as to which provision
is otherwise made herein. Notwithstanding anything herein to the contrary, no such direction, and no objection, advice or consultation
contemplated by the preceding paragraph or this paragraph, may require or cause the Master Servicer or the Special Servicer to
violate any provision of any Loan Documents, applicable law, this Agreement or the REMIC Provisions, including without limitation
each of the Master Servicer’s and the Special Servicer’s obligation to act in accordance with the Servicing Standard,
or expose the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Fund or the Trustee to liability,
or materially expand the scope of the Master Servicer’s or the Special Servicer’s responsibilities hereunder or cause
the Master Servicer or the Special Servicer to act, or fail to act, in a manner which in the reasonable judgment of the Master
Servicer or the Special Servicer is not in the best interests of the Certificateholders and/or the Companion Loan Holders.


 


In the event the Special
Servicer or Master 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 Master Servicer, as applicable,
to violate the terms of any Loan Documents, the intercreditor agreement, applicable law, the REMIC Provisions or this Agreement,
including without limitation, the Servicing


 



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Standard, the Special Servicer or Master Servicer, as applicable, shall disregard such
refusal to consent or advise and notify the Controlling Class Representative, the Trustee and, subject to Section 11.13
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 Master Servicer or Special Servicer in accordance with the direction
of or approval of the Controlling Class Representative that does not violate any law or the Servicing Standard or any other provisions
of this Agreement, will not result in any liability on the part of the Master Servicer or the Special Servicer.


 


The Controlling Class
Representative will have no liability to the Trust Fund or Certificateholders for any action taken, or for refraining from the
taking of any action, pursuant to this Agreement, or for error in judgment; provided, however, that the Controlling
Class Representative will not be protected against any liability to any Controlling Class Certificateholder 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.


 


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, member, officer, employee, shareholder, member, partner, agent or principal thereof
for having so acted; provided, however, that the rights of the Controlling Class Representative are subject to the
intercreditor agreement.


 


(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 (other than with respect to any Excluded Loan), and the Master
Servicer, the Special Servicer and any other applicable party 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 (other than with respect to any Excluded Loan);
(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;


 



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and (iv) no Person may exercise any of the rights and powers of the Controlling Class Representative with respect to an Excluded
Loan.


 


(c)            Notwithstanding
anything to the contrary herein, neither the Master Servicer nor the Special Servicer shall take or refrain from taking any action
pursuant to instructions from a Companion Loan Holder that would cause any one of them to violate applicable law, the terms of
the related Serviced Whole Loan, the related Co-Lender Agreement, this Agreement, including the Servicing Standard, or the REMIC
Provisions or that would (i) expose the Master Servicer, the Special Servicer, the Depositor, a Mortgage Loan Seller, the Trust
Fund, the Trustee, the Operating Advisor, the Certificate Administrator or their respective Affiliates, officers, directors, managers,
members, employees or agents to any claim, suit or liability, (ii) materially expand the scope of the Master Servicer’s or
the Special Servicer’s responsibilities, or (iii) cause the Master Servicer or the Special Servicer to act, or fail to act,
in a manner that is not in the best interests of the Certificateholders.


 


(d)           Each Certificateholder
and Beneficial Owner of a Control Eligible Certificate is hereby deemed to have agreed by virtue of its purchase of such Certificate
(or beneficial ownership interest in such Certificate) to provide its name and address to the Certificate Administrator and to
notify the Certificate Administrator of the transfer of any Control Eligible Certificate (or the beneficial ownership of any Control
Eligible 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 Control Eligible Certificate (or the beneficial ownership interest in a Control Eligible Certificate)
to notify the Certificate Administrator 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 Administrator shall notify
the Special Servicer, the Master 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 Control Eligible Certificate. In addition, upon
the request of the Master Servicer, the Special Servicer, the Operating Advisor or the Trustee, as applicable, the Certificate
Administrator shall provide (on a reasonably prompt basis):


 


(i)            the
identity of the then-current Controlling Class and a list of the Controlling Class Certificateholders; provided that, if
any Controlling Class Certificateholder is listed as being the Depository, then the Certificate Administrator shall promptly request
from the Depository the list of Beneficial Owners of the Controlling Class (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 in connection with a request made by the Operating Advisor in connection with its obligation
under Section 3.29(d)(ii) of this Agreement to deliver a copy of the Operating Advisor Annual Report to the Controlling
Class Representative, and otherwise at the expense of the requesting party), and the Certificate Administrator shall provide such
list to the requesting party promptly upon receipt; provided, further that, if any Controlling Class Certificateholder
is listed as the Depository and a Responsible Officer of the Certificate Administrator has actual knowledge of the identity of
the related Beneficial Owner, then the Certificate


 



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Administrator shall include such Beneficial Owner in the list provided to any
requesting party pursuant to this clause (i);


 


(ii)            for
so long as no Consultation Termination Event has occurred and is continuing, the identity of the Controlling Class Representative
and applicable contact information; and


 


(iii)           confirmation
as to whether a Control Termination Event has occurred in the previous calendar year preceding any such request, to such requesting
party, and each of the Master Servicer, Special Servicer, Operating Advisor and the Trustee shall be entitled to rely on such information
so provided by the Certificate Administrator.


 


In the event of a change
in the Controlling Class, the Certificate Administrator shall promptly contact KKR Real Estate Finance Holdings L.P., or, if applicable,
any successor Controlling Class Representative or Controlling Class Certificateholder(s), and determine whether such entity is
the Holder (or Beneficial Owner) of at least a majority of the Controlling Class (in effect after such change in Controlling Class)
by Certificate Principal Amount. If at any time that KKR Real Estate Finance Holdings L.P. 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 Principal Amount and the Certificate Administrator has neither (i) received notice of the then-current Controlling
Class Certificateholders (or, in the case of book entry certificates, Beneficial Owners) of at least a majority of the Controlling
Class by Certificate Principal Amount nor (ii) received notice of a replacement Controlling Class Representative pursuant to this
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.


 


On the Closing Date,
the initial Controlling Class Representative shall deliver to the Depositor a certification substantially in the form of Exhibit
M-1E to this Agreement, which certification shall be addressed to, and may be conclusively relied upon by, the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor. Upon the resignation or removal
of the existing Controlling Class Representative, any successor Controlling Class Representative shall also deliver to the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor a certification substantially
in the form of Exhibit M-1E to this Agreement prior to being recognized as the new Controlling Class Representative.


 


(e)            Once a Controlling
Class Representative has been selected pursuant to clause (c) above, each of the Master Servicer, the Special Servicer, the Operating
Advisor, the Depositor, the Certificate Administrator, the Trustee and each other Certificateholder (or Beneficial Owner, if applicable)
shall be entitled to rely on such selection unless a majority of the Certificateholders of the Controlling Class, by Certificate
Principal Amount, or such


 



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Controlling Class Representative shall have notified the Certificate Administrator, the Master Servicer
and each other Certificateholder of the Controlling Class, in writing, of the resignation of such Controlling Class Representative
or the selection of a new Controlling Class Representative. Upon receipt of written notice of, or actual knowledge by a Responsible
Officer of, the resignation of a Controlling Class Representative, the Certificate Administrator shall request the Certificateholders
of the Controlling Class to select a new Controlling Class Representative.


 


(f)            If at any time
a book-entry certificate belongs to the Controlling Class, the Certificate Administrator shall notify the related Beneficial Owner
or Beneficial Owners (through the Depository, unless the Certificate Administrator shall have been previously provided with the
name and address of such Beneficial Owner or Beneficial Owners) of such event and shall request that it be informed of any change
in the identity of the related Beneficial Owner from time to time.


 


(g)           Until it receives
notice to the contrary, each of the Master 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.


 


(h)           Notwithstanding
anything to the contrary contained herein, during such time as the Class E Certificates is the Controlling Class, the Holder of
more than 50% of the Controlling Class Certificates (by Certificate Principal Amount) may waive its right to act as or appoint
a Controlling Class Representative and to exercise any of the rights of the Controlling Class Representative or to cause the exercise
of the rights of the Controlling Class Representative as set forth in this Agreement by irrevocable written notice delivered to
the Depositor, Certificate Administrator, Trustee, Master Servicer, Special Servicer and Operating Advisor (any such Holder or
group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain
effective, and a Control Termination Event and a Consultation Termination Event shall be deemed to have occurred and shall be deemed
to continue, with respect to such Holder and such Class until such time as the Opting-Out Party (i) sells a majority of the Class
E Certificates (by Certificate Principal Amount) to an unaffiliated third party and (ii) certifies to the Depositor, Certificate
Administrator, Trustee, Master Servicer, Special Servicer and Operating Advisor that (a) the Opting-Out Party retains no direct
or indirect voting rights with respect to the Class E Certificates that it does not own, (b) there is no voting agreement between
the Opting-Out Party and the transferee and (c) the Opting-Out Party retains no direct or indirect economic interest in the Class
E Certificates (such sale and certification, a “Class E Transfer”). Following any such Class E Transfer, the
successor holder of more than 50% of the Controlling Class Certificates (by Certificate Principal Amount) shall again have the
rights of the Controlling Class Representative as set forth herein (including the rights to appoint a Controlling Class Representative
or cause the exercise of the rights of the Controlling Class Representative) without regard to any prior waiver by the predecessor
Certificateholder. Such successor Certificateholder shall also have the right as provided in this Section 6.09(h) to irrevocably
waive its rights to act as or appoint a Controlling Class Representative and to exercise any of the rights of the Controlling Class
Representative or to cause the exercise of the rights of the Controlling Class Representative as set forth in this Agreement. No
such successor Certificateholder described above in this paragraph shall have any consent rights with respect to


 



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any Mortgage Loan
that became a Specially Serviced Loan prior to the Class E Transfer and had not also become a Corrected Mortgage Loan prior to
such Class E Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan.


 


(i)             Notwithstanding
the foregoing described rights of the Controlling Class Representative, in the case of the Hyatt Place Texas Portfolio Whole Loan,
prior to the Hyatt Place Texas Portfolio Companion Loan Securitization Date, only the Hyatt Place Texas Portfolio Companion Loan
Holder (or its representative) may exercise the consent and approval rights of the Controlling Class Representative described in
this Section 6.09, it will be unaffected by the occurrence of a Control Termination Event or a Consultation Termination
Event, and it will have such additional rights pursuant to the related Co-Lender Agreement.


 


Article
VII



DEFAULT


 


Section 7.01     Servicer
Termination Events.


 


(a)            “Servicer
Termination Event,” wherever used herein, means any one of the following events:


 


(i)             (A)
any failure by the Master Servicer to make any deposit or payment required to be made by the Master Servicer to the Collection
Account or any Serviced Whole Loan Custodial Account or to any Companion Loan Holder on the day and by the time such deposit or
remittance is required to be made under the terms of this Agreement, which failure is not remedied within one (1) Business Day
or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, any Distribution
Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m. (New York City time) on
the relevant Distribution Date; or


 


(ii)            any
failure by the Special Servicer to deposit into any REO Account, within two (2) Business Days after such deposit is required to
be made or to remit to the Master Servicer for deposit into the Collection Account or any Serviced Whole Loan Custodial Account,
as applicable, any amount required to be so deposited or remitted by the Special Servicer pursuant to, and within one (1) Business
Day after the time specified by, the terms of this Agreement; or


 


(iii)           any
failure on the part of the Master Servicer or the Special Servicer, as applicable, duly to observe or perform in any material respect
any of its other covenants or obligations contained in this Agreement which continues unremedied for a period of 30 days (10 days
in the case of the Master Servicer’s failure to make a Property Advance or 20 days in the case of a failure to pay the premium
for any insurance policy required to be maintained under this Agreement or such shorter period (not less than two (2) Business
Days) as may be required to avoid the commencement of foreclosure proceedings for unpaid real estate taxes or the lapse of insurance,
as applicable) after the date on which written notice of such failure, requiring the same to be remedied, shall


 



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have been given
to the Master Servicer or the Special Servicer, as the case may be, by any other party hereto, or to the Master Servicer or the
Special Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders of Certificates of any
Class evidencing, as to such Class, not less than 25% of the Voting Rights (considering each Class of the Class A-S, Class B and
Class C Certificates together with the Class PEZ Component of the same alphabetical designation as a single “Class”
for such purpose) or, if affected thereby, by a Serviced Companion Loan Holder; provided, however, if any such failure
with a 30-day cure period is capable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently
pursuing such cure, such 30-day period will be extended an additional 60 days; provided that the Master Servicer, or the
Special Servicer, as applicable, has commenced to cure such failure within the initial 30-day period and has certified that it
has diligently pursued, and is continuing to pursue, a full cure; or


 


(iv)          any
breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in this Agreement,
which materially and adversely affects the interests of any Class of Certificateholders or any Companion Loan Holder and which
continues unremedied for a period of 30 days after the date on which notice of such breach, requiring the same to be remedied,
has been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator
or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by
the Holders of Certificates entitled to not less than 25% of the Voting Rights; or, if affected thereby, by a Serviced Companion
Loan Holder; provided, however, if such breach is capable of being cured and the Master Servicer or the Special Servicer,
as applicable, is diligently pursuing such cure, such 30-day period will be extended an additional 60 days; provided that
the Master Servicer, or the Special Servicer, as applicable, has commenced to cure such failure within the initial 30-day period
and has certified that it has diligently pursued, and is continuing to pursue, a full cure; or


 


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


 


(vi)          the
Master Servicer or the Special Servicer, as applicable, shall consent to the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings of or relating to the Master Servicer or the Special Servicer or of or relating to all or substantially all of its
property; or


 


(vii)         the
Master Servicer or the Special Servicer, as applicable, shall admit in writing its inability to pay its debts generally as they
become due, file a petition to take


 



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advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment
for the benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of
the foregoing; or


 


(viii)         either
Moody’s or KBRA (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency) has (i) qualified,
downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or one or more classes of Serviced Companion
Loan Securities, or (ii) placed one or more Classes of Certificates or one or more classes of Serviced Companion Loan Securities
on “watch status” in contemplation of rating downgrade or withdrawal and, in the case of either of clauses (i) or (ii),
publicly citing servicing concerns with the Master Servicer or the Special Servicer, as applicable, as the sole or material factor
in such rating action (and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn
by such Rating Agency (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency), within 60 days
of such event); or


 


(ix)           with
respect to the Master Servicer, the Master Servicer ceases to have a commercial master servicer rating of at least “CMS3”
from Fitch and that rating is not reinstated within 60 days of downgrade or withdrawal of such rating or, with respect to any Special
Servicer, the Special Servicer ceases to have a commercial special servicer rating of at least “CSS3” from Fitch and
that rating is not reinstated within 60 days of downgrade or withdrawal of such rating, as the case may be; or


 


(x)            the
Master Servicer or the Special Servicer, as applicable, or any primary servicer or Sub-Servicer appointed by the Master Servicer
or the Special Servicer after the Closing Date (but excluding any Sub-Servicer set forth on Exhibit S), shall fail to deliver
during any period in which the Trust or the Other Securitization Trust is subject to the reporting requirements of the Exchange
Act the items required to be delivered by this Agreement to enable the Certificate Administrator, Depositor or Other Depositor
or Other Exchange Act Reporting Party to comply with the Trust’s reporting obligations under the Exchange Act within (a)
with respect to the delivery of any item relating to a Reportable Event, two (2) Business Days of such failure to comply with Article
X or (b) with respect to the delivery of any other item, five (5) Business Days of such failure to comply with Article X
(any primary servicer or Sub-Servicer that defaults in accordance with this Section 7.01(a)(x) shall be terminated at the
direction of the Depositor);


 


then, and in each and every such case,
so long as a Servicer Termination Event shall not have been remedied, either (i) the Trustee may or (ii) upon the written direction
of the Holders of at least 25% of the aggregate Voting Rights of all Certificates (or, solely in the case of the related Serviced
Whole Loan, at the direction of an affected Companion Loan Holder) to the Trustee, then the Trustee shall, terminate the Master
Servicer or the Special Servicer, as applicable. Notwithstanding anything to the contrary, it shall not be a Servicer Termination
Event with respect to the pool of Mortgage Loans under clauses (i), (ii), (iii), (iv), (viii), (ix) and/or (x) above if the failure,
default or event only has an adverse effect on a Serviced Companion Loan, the holder of a Serviced Companion Loan or a rating on
any Serviced Companion Loan Securities, but shall be a Servicer Termination Event with respect to the related Serviced Companion
Loan and the holder of any related Serviced Companion Loan shall: (i) in the case


 



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of any such failure, default or event on the
part of the Master Servicer, have the remedies set forth in Section 7.01(d) with respect to the Servicer Termination Event with
respect to the related Serviced Companion Loan; and (ii) with respect to any such failure, default or event on the part of the
Special Servicer, be able to require termination of the Special Servicer with respect to, but only with respect to, the related
Serviced Whole Loan.


 


In the event that the
Master Servicer is also the Special Servicer and the Master Servicer is terminated as provided in this Section 7.01, the
Master Servicer shall also be terminated as Special Servicer.


 


(b)           If the Master
Servicer receives notice of termination under Section 7.01(c) solely due to a Servicer Termination Event under Section
7.01(a)(viii) or Section 7.01(a)(ix) and if the Master Servicer to be terminated pursuant to Section 7.01(c)
provides the Trustee with the appropriate “request for proposal” materials within five (5) Business Days following
such termination notice, then the Master Servicer shall continue to service as Master Servicer hereunder until a successor Master
Servicer is selected in accordance with this Section 7.01(b). Upon receipt of the “request for proposal” materials,
Trustee shall promptly thereafter (using such “request for proposal” materials provided by the Master Servicer pursuant
to Section 7.01(c)) solicit good faith bids for the rights to service the Mortgage Loans and the Serviced Whole Loans under
this Agreement from at least three (3) Persons qualified to act as a successor Master Servicer hereunder in accordance with Section
6.02 (any such Person so qualified, a “Qualified Bidder”) or, if three (3) Qualified Bidders cannot be located,
then from as many persons as the Trustee can determine are Qualified Bidders; provided that, the Master Servicer shall supply
the Trustee with the names of Persons from whom to solicit such bids; and provided, further, that the Trustee shall
not be responsible if less than three (3) or no Qualified Bidders submit bids for the right to service the Mortgage Loans under
this Agreement. The offer proposal shall require any Successful Bidder (as defined below), as a condition of such offer, to enter
into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof, within 45 days after the notice
of termination of the Master Servicer. The Trustee shall select the Qualified Bidder with the highest cash offer (the “Successful
Bidder”) to act as successor Master Servicer hereunder; provided, however, that if the Trustee does not
receive a Rating Agency Confirmation from each Rating Agency within 10 days after the selection of such Successful Bidder, then
the Trustee shall repeat the offer process described above (but subject to the above-described 45-day time period) until such confirmation
is obtained. The Trustee shall request the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant
to the terms hereof no later than 45 days after notice of the termination of the Master Servicer.


 


Upon the assignment and
acceptance of master servicing rights hereunder (subject to the terms of Section 3.12 of this Agreement) to and by the Successful
Bidder, the Trustee shall remit or cause to be remitted to the Master Servicer to be terminated pursuant to Section 7.01(c)
of this Agreement, the amount of such cash offer received from the Successful Bidder (net of “out-of-pocket” expenses
incurred in connection with obtaining such offer and transferring servicing).


 


The Master Servicer to
be terminated pursuant to Section 7.01(c) of this Agreement shall be responsible for all out-of-pocket expenses incurred
in connection with the attempt to sell its rights to service the Mortgage Loans and the Serviced Whole Loans, which


 



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expenses are
not reimbursed to the party that incurred such expenses pursuant to the preceding paragraph.


 


If the Successful Bidder
has not entered into this Agreement as successor Master Servicer within the above-described time period or no Successful Bidder
was identified within the above-described time period, the Master Servicer to be terminated pursuant to Section 7.01(c)
shall reimburse the Trustee for all reasonable “out-of-pocket” expenses incurred by the Trustee in connection with
such offer process and the Trustee shall have no further obligations under this Section 7.01(b). The Trustee thereafter
may act or may select a successor to act as Master Servicer hereunder in accordance with Section 7.02.


 


(c)            In the event that
the Master Servicer or the Special Servicer is terminated pursuant to this Section 7.01, the Trustee shall, by notice in
writing to the Master Servicer or the Special Servicer, as the case may be (the “Terminated Party”), terminate
all of its rights and obligations under this Agreement and in and to the Mortgage Loans and Serviced Whole Loans and the proceeds
thereof, other than any rights the Master Servicer or the Special Servicer may have hereunder as a Certificateholder 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, 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
6.03 and subsection (b) above notwithstanding any such termination). On or after the receipt by the Terminated Party of such
written notice, 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 Mortgage Loans and Serviced Whole Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this
Section and, without limitation, the Trustee 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 Mortgage Loans and Serviced Whole Loans and related documents, or otherwise. The
Master Servicer and the Special Servicer each agrees that, in the event it is terminated pursuant to this Section 7.01,
to promptly (and in any event no later than ten Business Days subsequent to such notice) provide, at its own expense, the Trustee
(or the successor Master Servicer selected by the Trustee pursuant to Section 7.01(b) of this Agreement or the successor
Master Servicer or Special Servicer, as applicable, otherwise appointed pursuant to Section 7.02 of this Agreement) with
all documents and records requested by the Trustee (or the successor Master Servicer selected by the Trustee pursuant to Section
7.01(b) of this Agreement or the successor Master Servicer or Special Servicer, as applicable, otherwise appointed pursuant
to Section 7.02 of this Agreement) to enable the Trustee or other successor to its responsibilities hereunder to assume
its functions hereunder, and to cooperate with the Trustee 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 Master Servicer
or successor Special Servicer or the Trustee, as applicable, for administration by it of all cash amounts which shall at the time
be or should have been credited by the Master Servicer or the Special Servicer to the Collection Account, any Serviced Whole Loan
Custodial Account, any REO Account or Lock-Box Account shall thereafter be received with respect to the


 



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Mortgage Loans and Serviced
Whole Loan, and shall promptly provide the Trustee or such successor Master Servicer or Special Servicer (which may include the
Trustee), as applicable, all documents and records reasonably requested by it, such documents and records to be provided in such
form as the Trustee or such successor Master Servicer or Special Servicer shall reasonably request (including electromagnetic form),
to enable it to assume the Master Servicer’s or Special Servicer’s function hereunder. All reasonable costs and expenses
actually incurred by the Trustee, the Certificate Administrator or the successor Master Servicer or successor Special Servicer
in connection with transferring Mortgage Files, Servicing Files and related information, records and reports to the successor Master
Servicer or Special Servicer and amending this Agreement to reflect (as well as providing appropriate notices to Mortgagors, ground
lessors, insurers and other applicable third parties regarding) such succession as successor Master Servicer or successor Special
Servicer pursuant to this Section 7.01 shall be paid by the predecessor Master Servicer or the Special Servicer, as applicable,
upon presentation of reasonable documentation of such costs and expenses. If the predecessor Master Servicer or Special Servicer
(as the case may be) has not reimbursed the Trustee, the Certificate Administrator or the successor Master Servicer or Special
Servicer for such expenses within 90 days after the presentation of reasonable documentation, such expense shall be reimbursed
by the Trust Fund; provided that the Terminated Party shall not thereby be relieved of its liability for such expenses.


 


(d)           Notwithstanding
Sections 7.01(a) and Section 7.01(c), if (1) any Servicer Termination Event on the part of the Master Servicer affects
a Companion Loan Holder of a Serviced Whole Loan and the Master Servicer is not otherwise terminated in accordance with Section
7.01(c), or (2) a Servicer Termination Event on the part of the Master Servicer occurs that affects only the Companion Loan,
the Master Servicer may not be terminated in accordance with Section 7.01(c), but, at the written direction of the Companion
Loan Holder, the Master Servicer will be required to appoint, within 30 days of such direction, a sub-servicer (or, if any Serviced
Whole Loan is currently being sub-serviced, to replace, within 30 days of such direction, the then current sub-servicer with a
new sub-servicer). In connection with the Master Servicer’s appointment of any sub-servicer at the direction of a Companion
Loan Holder in accordance with this Section 7.01(d), the Master Servicer shall obtain at its own expense a Companion Loan
Rating Agency Confirmation from each Companion Loan Rating Agency, which shall be delivered and addressed to the related Companion
Loan Holder and to the Trustee. The related sub-servicing agreement shall provide that any sub-servicer appointed by the Master
Servicer at the direction of a Companion Loan Holder in accordance with this Section 7.01(d) shall be responsible for all
duties, and shall be entitled to all compensation (other than the Excess Servicing Fee Right), of the Master Servicer under this
Agreement with respect to the related Serviced Whole Loan, except that the Master Servicer shall be entitled to retain a portion
of the Servicing Fee for the Mortgage Loan that is part of the related Serviced Whole Loan calculated at 0.0025% per annum
with respect to such Mortgage Loan (and any related REO Mortgage Loan). Such sub-servicing agreement (a) may be terminated without
cause and without payment of any fee and (b) shall also provide that such sub-servicer shall agree to become the master servicer
under a separate servicing agreement for the applicable Serviced Whole Loan in the event that any Serviced Whole Loan is no longer
to be serviced and administered hereunder, which separate servicing agreement shall contain servicing and administration, limitation
of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this
Agreement, except for the fact that


 



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the applicable Serviced Whole Loan and the related Mortgaged Properties shall be the sole assets
serviced and administered thereunder and the sole source of funds thereunder. If any sub-servicer appointed by the Master Servicer
at the direction of a Companion Loan Holder in accordance with this Section 7.01(d) shall at any time resign or be terminated,
the Master Servicer shall be required to promptly appoint a substitute sub-servicer and obtain a Rating Agency Confirmation. In
the event a successor Master Servicer is acting hereunder and that successor Master Servicer desires to terminate the sub-servicer
appointed under this Section 7.01(d), the terminated Master Servicer that was responsible for the Servicer Termination Event
that led to the appointment of such sub-servicer shall be responsible for all costs incurred in connection with such termination,
including the payment of any termination fee.


 


In no event shall the
Trustee or the Certificate Administrator be deemed to have knowledge of, or be aware of, any Servicer Termination Event until a
Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, has received written notice thereof or
has actual knowledge thereof.


 


(e)            If the Trustee,
the Certificate Administrator or the Master Servicer has received written notice from Moody’s, Fitch or KBRA that the Master
Servicer no longer is an approved master servicer then such party shall promptly notify the others and the Special Servicer, and
the replacement Master Servicer shall notify the related Companion Loan Holder of the same.


 


Section 7.02     Trustee
to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer receives a notice
of termination pursuant to Section 7.01, the Trustee shall be its successor in all respects in its capacity as Master Servicer
or Special Servicer under this 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 Master Servicer or the Special Servicer by the terms and provisions hereof; provided, however, that
(i) the Trustee shall have no responsibilities, duties, liabilities or obligations with respect to any act or omission of the
Master Servicer or the Special Servicer 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 moneys
shall not be considered a default by such successor hereunder. The Trustee, as successor Master Servicer or successor Special
Servicer, shall be indemnified to the full extent provided the Master Servicer or the Special Servicer, as applicable, under this
Agreement prior to the Master Servicer’s or the Special Servicer’s termination. The appointment of a successor Master
Servicer or successor Special Servicer shall not affect any liability of the predecessor Master Servicer or Special Servicer which
may have arisen prior to its termination as Master Servicer or Special Servicer. The Trustee shall not be liable for any of the
representations, liabilities or warranties of the Master Servicer or Special Servicer herein or in any related document or agreement,
for any acts or omissions of the predecessor Master Servicer or predecessor Special Servicer or for any losses incurred in respect
of any Permitted Investment by the Master Servicer pursuant to Section 3.07 of this Agreement nor shall the Trustee be
required to purchase any Mortgage Loan or Serviced Whole Loan hereunder. As compensation therefor, the Trustee as successor Master
Servicer or successor Special Servicer shall be entitled to the Servicing Fee or Special Servicing


 



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Compensation,
as applicable, and all funds relating to the Mortgage Loans and the Companion Loans that accrue after the date of the
Trustee’s succession to which the Master Servicer or the Special Servicer would have been entitled if the Master
Servicer or the Special Servicer, as applicable, had continued to act hereunder. In the event any Advances made by the Master
Servicer and the Trustee shall at any time be outstanding, or any amounts of interest thereon shall be accrued and unpaid,
all amounts available to repay Advances and interest hereunder shall be applied entirely to the Advances made by the Trustee
(and the accrued and unpaid interest thereon), until such Advances and interest shall have been repaid in full.
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 entitled to at least 25% of the aggregate Voting Rights so request in writing to the Trustee, or
if the Rating Agencies do not provide Rating Agency Confirmations with respect to the Trustee so acting, promptly appoint, or
petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution for which a Rating
Agency Confirmation from each Rating Agency has been obtained (at the expense of the terminated Master Servicer or Special
Servicer, as applicable, or, if the expense is not so recovered, at the expense of the Trust Fund), as the successor to the
Master Servicer or Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer or the Special Servicer hereunder; provided that, (i) solely with respect
to the Hyatt Place Texas Portfolio Whole Loan, while serviced under this Agreement, the Hyatt Place Texas Portfolio Companion
Loan Holder (or its representative) will have the right to approve a successor to the Special Servicer and (ii) 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 (other than with respect to the Hyatt Place Texas Portfolio Whole Loan). No
appointment of a successor to the Master Servicer or Special Servicer hereunder shall be effective until the assumption by
such successor of all the Master Servicer’s or the Special Servicer’s responsibilities, duties and
liabilities hereunder. Pending appointment of a successor to the Master Servicer (or the Special Servicer if the Special
Servicer is also the Master Servicer) hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee
shall act in such capacity as herein above provided. Pending the appointment of a successor to the Special Servicer, unless
the Master Servicer is also the Special Servicer, the Master Servicer shall act in such capacity. 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 Mortgage Loans and Companion Loans as it and such successor shall agree; provided, however,
that no such compensation shall be in excess of that permitted the Terminated Party hereunder; provided, further,
that if no successor to the Terminated Party can be obtained to perform the obligations of such Terminated Party hereunder,
additional amounts shall be paid to such successor and such amounts in excess of that permitted the Terminated Party shall be
treated as Realized Losses; 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 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
Trustee, the Master Servicer or Special Servicer and such successor shall take such action, consistent with this Agreement,
as shall be necessary to effectuate any such succession.


 


If the Trustee or an
Affiliate acts pursuant to this Section 7.02 as successor to the terminated Master Servicer, it may reduce the Excess Servicing
Fee Rate to the extent that the


 



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Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise
be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the terminated Master Servicer
other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the Excess Servicing Fee Rate to the extent
reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer that
meets the requirements of this Section 7.02.


 


Section 7.03     Notification
to Certificateholders.


 


(a)            Upon any termination
pursuant to Section 7.01 above or appointment of a successor to the Master Servicer or the Special Servicer, the Certificate
Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate
Register, to the Companion Loan Holders and, subject to Section 11.13 of this Agreement, to each Rating Agency.


 


(b)           Within 30 days
after the occurrence of any Servicer Termination Event or Operating Advisor 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,
any affected Companion Loan Holder (to the extent the Certificate Administrator has received the notice information for such Companion
Loan Holder after a request therefor) and, subject to Section 11.13 of this Agreement, to each Rating Agency notice of such
Servicer Termination Event or Operating Advisor Termination Event, unless such Servicer Termination Event or Operating Advisor
Termination Event shall have been cured or waived.


 


Section 7.04     Other
Remedies of Trustee. During the continuance of any Servicer Termination Event, so long as such Servicer Termination Event
shall not have been remedied, the Trustee, in addition to the rights specified in Section 7.01, 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 defaulting Master Servicer or Special Servicer,
as applicable. If the Master Servicer or the Special Servicer, as applicable, fails to remedy, after the presentation of reasonable
documentation, the Trustee shall be entitled to be reimbursed for such expenses, costs and liability from the Collection Account
or the Serviced Whole Loan Custodial Account, as applicable, as provided in Section 3.06 and Section 3.06A of this
Agreement; provided that the Master Servicer or the Special Servicer, as applicable, shall not be relieved of such liability
for such expenses, costs and liabilities. 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 of the Master Servicer or the Special Servicer.


 



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Section 7.05     Waiver
of Past Servicer Termination Events and Operating Advisor Termination Events; Termination. The Holders of Certificates
evidencing not less than 66-2/3% of the aggregate Voting Rights of the Certificates (and, if such Servicer Termination Event is
on the part of the Special Servicer, with respect to the related Serviced Whole Loan only, by each affected Companion Loan Holder)
may, on behalf of all Holders of Certificates, waive any Servicer Termination Event on the part of the Master Servicer, the Special
Servicer or any Operating Advisor Termination Event on the part of the Operating Advisor in the performance of its obligations
hereunder and its consequences, except a Servicer Termination Event in connection with making any required deposits (including,
with respect to the Master Servicer, P&I Advances) to or payments from the Collection Account, a Serviced Whole Loan Custodial
Account or the Lower-Tier Distribution 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 any Servicer Termination Event or Operating Advisor
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 consequent thereon. Any costs and expenses incurred by the
Certificate Administrator in connection with such default and prior to such waiver shall be reimbursed by the Master Servicer,
the Special Servicer or the Operating Advisor, as applicable, promptly upon demand therefor and if not reimbursed to the Certificate
Administrator within 90 days of such demand, from the Trust Fund; provided that the Trust Fund shall be reimbursed by the
Master Servicer, the Special Servicer or the Operating Advisor, as applicable, to the extent such amounts are reimbursed to the
Certificate Administrator from the Trust Fund. Notwithstanding the foregoing, (a) a Servicer Termination Event under any of Section
7.01(a)(i) and Section 7.01(a)(ii) of this Agreement may be waived only by all of the Certificateholders of the affected
Classes, and (b) a Servicer Termination Event under Section 7.01(a)(ix) of this Agreement may be waived only with the consent
of the Depositor, together with (in the case of each of clauses (a) and (b)) the consent of each Serviced Companion Loan Holder,
if any, that is affected by such Servicer Termination Event.


 


The foregoing paragraph
notwithstanding, if the Holders representing at least the requisite percentage of the Voting Rights allocated to each affected
Class of Certificates desire to waive a Servicer Termination Event by the Master Servicer, but a Companion Loan Holder related
to a Serviced Whole Loan (if adversely affected thereby) does not wish to waive that Servicer Termination Event, then those Certificateholders
may still waive that Servicer Termination Event, and the applicable Companion Loan Holder will be entitled to request that the
Master Servicer appoint, within 60 days of the applicable Companion Loan Holder’s request, a sub-servicer (or, if the applicable
Serviced Whole Loan is currently being subserviced, to replace, within 60 days of the applicable Companion Loan Holder’s
request, the then current sub-servicer with a new sub-servicer) with respect to the applicable Serviced Whole Loan. In connection
with the Master Servicer’s appointment of a sub-servicer at the request of a Companion Loan Holder in accordance with this
Section 7.05, the Master Servicer shall obtain a Rating Agency Confirmation from each Rating Agency at the expense of the
Companion Loan Holder. The related sub-servicing agreement shall provide that any sub-servicer appointed by the Master Servicer
at the request of a Companion Loan Holder in accordance with this Section 7.05 shall be responsible for all duties, and
shall be entitled to all compensation (other than the Excess Servicing Fee Right), of the Master Servicer under this Agreement
with respect to the applicable Serviced Whole Loan, except that the Master Servicer shall be entitled to retain


 



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a portion of the
master servicing fee for the related Mortgage Loan calculated at 0.0025% per annum. Such Sub-Servicing Agreement (a) may
be terminated without cause and without the payment of any fee and (b) shall also provide that such sub-servicer shall become the
master servicer under a separate servicing agreement for the applicable Serviced Whole Loan in the event that any Serviced Whole
Loan is no longer to be serviced and administered hereunder, which separate servicing agreement shall contain servicing and administration,
limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions
of this Agreement, except for the fact that the applicable Serviced Whole Loan and the related Mortgaged Properties shall be the
sole assets serviced and administered thereunder and the sole source of funds thereunder. Such sub-servicer (a) may be terminated
without cause and without the payment of any fee and (b) shall meet the requirements of Section 3.01 of this Agreement.
If any sub-servicer appointed by the Master Servicer at the request of a Companion Loan Holder in accordance with this Section
7.05 shall at any time resign or be terminated, the Master Servicer shall be required to promptly appoint a substitute sub-servicer
with respect to which a Rating Agency Confirmation, which shall be delivered and addressed to the related Companion Loan Holder
and to the Trustee, has been obtained at the expense of the applicable resigning or terminated sub-servicer (and any applicable
Sub-Servicing Agreement shall so provide), and if the resigning or terminated sub-servicer fails to cover such expense, the Master
Servicer shall do so. In the event a successor Master Servicer is acting hereunder and that successor Master Servicer desires to
terminate the sub-servicer appointed under this Section 7.05, the terminated Master Servicer that was responsible for the
Servicer Termination Event that led to the appointment of such sub-servicer shall be responsible for all costs incurred in connection
with such termination, including the payment of any termination fee.


 


Section 7.06     Termination
of the Operating Advisor.


 


(a)            An “Operating
Advisor Termination Event” means any one of the following events whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body:


 


(i)            any
failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material
breach of its representations or warranties under this Agreement, which failure shall continue unremedied for a period of 30 days
after the date on which written notice of such failure shall have been given to the Operating Advisor by the Trustee or to the
Operating Advisor 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 which is not curable within
such 30-day period, the Operating Advisor shall have an additional cure period of thirty (30) days to effect such cure so long
as it has commenced to cure such failure with the initial 30-day period and has provided the Trustee and the Certificate Administrator
with an Officer’s Certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;


 



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(ii)           any
failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure shall continue unremedied
for a period of 30 days;


 


(iii)          any
failure by the Operating Advisor to be an Eligible Operating Advisor, which failure shall continue unremedied for a period of 30
days;


 


(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 Operating Advisor, and such decree or order shall have remained
in force undischarged or unstayed for a period of 60 days;


 


(v)           the
Operating Advisor 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
Operating Advisor or of or relating to all or substantially all of its property; or


 


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


 


Upon receipt by the Certificate
Administrator of notice of the occurrence of any Operating Advisor Termination Event, the Certificate Administrator shall promptly
provide written notice to all Certificateholders by posting such notice on its internet website and by mail, unless the Certificate
Administrator has received notice that it has been remedied. If an Operating Advisor Termination Event shall occur then, and in
each and every such case, so long as such Operating Advisor Termination Event shall not have been remedied, either the Trustee
(i) may or (ii) upon the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights of each
Class of Non-Reduced Certificates, the Trustee shall, terminate all of the rights and obligations of the Operating Advisor under
this Agreement, other than rights and obligations accrued prior to such termination (including the right to receive all amounts
accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring prior to such
termination), by notice in writing to the Operating Advisor. Notwithstanding anything herein to the contrary, the Depositor shall
have the right, but not the obligation, to notify the Certificate Administrator and the Trustee of any Operating Advisor Termination
Event of which the Depositor becomes aware.


 


(b)           Upon (i) the written
direction of holders of Certificates evidencing not less than 15% of the Voting Rights of the Non-Reduced Certificates requesting
a vote to terminate and replace the Operating Advisor with a proposed successor Operating Advisor that 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


 



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with administering such vote, the Certificate Administrator shall promptly provide
written notice thereof to the Operating Advisor and to all Certificateholders by (i) posting such notice on its internet website,
and (ii) mailing such notice to all Certificateholders at their addresses appearing in the Certificate Register and to the Operating
Advisor. Upon the written direction of holders of Certificates evidencing 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 shall 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 and other than indemnification
rights (arising out of events occurring prior to such termination)) by notice in writing to the Operating Advisor. The provisions
set forth in the foregoing sentences of this Section 7.06(b) shall be binding upon and inure to the benefit of solely the
Certificateholders and the Trustee as between each other. The Operating Advisor shall not have any cause of action based upon or
arising from any breach or alleged breach of such provisions. As between the Operating Advisor, 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 Operating Advisor. The Certificate Administrator shall include on each Distribution Date Statement a statement
that each Certificateholder and Beneficial Owner may access notices 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; provided that the Certificate Administrator shall be entitled to reimbursement from the requesting Certificateholders
for the reasonable expenses of posting such notices.


 


(c)            On or after the
receipt by the Operating Advisor of such written notice of termination, subject to the foregoing, all of its authority and power
under this Agreement shall be terminated and, without limitation, the terminated Operating Advisor shall execute any and all documents
and other instruments, and do or accomplish all other acts or things reasonably necessary or appropriate to effect the purposes
of such notice of termination. As soon as practicable, but in no event later than 15 Business Days after (1) the Operating Advisor
resigns pursuant to Section 6.04 of this Agreement (excluding any resignation under the circumstances contemplated in Section
6.04(b) where no successor Operating Advisor is required to be appointed) or (2) the Trustee delivers such written notice of
termination to the Operating Advisor, the Trustee shall appoint a successor Operating Advisor that is an Eligible Operating Advisor,
which successor Operating Advisor may be an Affiliate of the Trustee and shall be the proposed Operating Advisor in the case of
a termination pursuant to Section 7.06(b) of this Agreement; provided, however, that if the Trustee is the
successor Master Servicer or successor Special Servicer, neither the Trustee nor any of its Affiliates shall be the successor Operating
Advisor. The Trustee shall provide written notice of the appointment of an Operating Advisor to the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator, the Controlling Class Representative and each Certificateholder
within one Business Day of such appointment. Except as contemplated by Section 7.06(b) of this Agreement, the appointment
of the Operating Advisor shall not be subject to the vote, consent or approval of the holder of any Class of Certificates.


 


The Operating Advisor
shall not at any time be the Depositor, the Master Servicer, the Special Servicer, a Sponsor or an Affiliate of any of them. If
any of such entities


 



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becomes the Operating Advisor, including by means of an Affiliation arising after the date hereof, the Operating
Advisor shall immediately resign or cause an assignment under Section 6.04 of this Agreement and the Trustee shall appoint
a successor Operating Advisor subject to and in accordance with this Section 7.06(c), which successor Operating Advisor
may be an Affiliate of the Trustee. Notwithstanding the foregoing, if the Trustee is unable to find a successor Operating Advisor
within 30 days of the termination of the Operating Advisor, the Depositor shall be permitted to find a replacement. In the event
the Operating Advisor is either (i) required to resign due to the Depositor, the Master Servicer, the Special Servicer, a Sponsor
or an Affiliate thereof becoming the Operating Advisor or (ii) terminated pursuant to this Section 7.06, then, unless and
until a replacement Operating Advisor is appointed, no party shall act as the Operating Advisor and the provisions in this Agreement
relating to consultation with respect to the Operating Advisor shall not be applicable until a replacement Operating Advisor is
appointed hereunder.


 


Notwithstanding the foregoing,
if there are no classes of Sequential Pay Certificates (other than the Class E, Class F and Class G Certificates) are outstanding
and the Class PEZ Certificates are not outstanding, then the Controlling Class Representative may terminate all of the rights and
obligations of the Operating Advisor under this Agreement (other than any rights or obligations that accrued prior to such termination,
including accrued and unpaid compensation and indemnification rights that arose out of events that occurred prior to such termination)
without the payment of any termination fee, provided, however, that the Operating Advisor shall continue to receive the Operating
Advisor Fee until the termination of the Trust Fund.


 


(d)           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 thereof to the Special Servicer, the Master Servicer, the Certificate Administrator (who shall, as soon as possible,
give written notice thereof to the Certificateholders), the Depositor and, prior to the occurrence and continuance of a Consultation
Termination Event, the Controlling Class Representative and, subject to Section 11.13 of this Agreement, each Rating Agency.
In the event that the Operating Advisor is terminated, all of its rights and obligations under this Agreement shall terminate,
other than any rights or obligations that accrued prior to the date of such termination (including the right to receive all amounts
accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring prior to such
termination).


 


Article
VIII



CONCERNING THE TRUSTEE and The Certificate Administrator


 


Section 8.01     Duties
of the Trustee and the Certificate Administrator.


 


(a)            The Trustee, prior
to the occurrence of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge and after
the curing or waiver of all Servicer Termination Events which may have occurred, undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement and no permissive right of the Trustee shall be construed as a duty. During
the continuance of a Servicer Termination Event of


 



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which a Responsible Officer of the Trustee has actual knowledge, the Trustee,
subject to the provisions of Section 7.02 and Section 7.04 of this Agreement, shall exercise such of the rights and
powers vested in it by this Agreement, and use the same degree of care and skill in its exercise, as a prudent person would exercise
or use under the circumstances in the conduct of such person’s own affairs. The Certificate Administrator undertakes to perform
at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate
Administrator shall be construed as a duty.


 


(b)            Each of the Trustee
and the Certificate Administrator, upon receipt of any resolutions, certificates, statements, opinions, reports, documents, orders
or other instruments furnished to the Trustee or the Certificate Administrator, as applicable, which are specifically required
to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face
to the requirements of this Agreement to the extent specifically set forth herein; provided, however, that neither
the Trustee nor the Certificate Administrator shall be responsible for the accuracy or content of any such resolution, certificate,
statement, opinion, report, document, order or other instrument provided to it hereunder if accepted in good faith. If any such
instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee or the Certificate
Administrator, as applicable, shall request a corrected instrument, and if the instrument is not corrected to the Trustee’s
or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Certificate Administrator (if the Certificate
Administrator requested the corrected instrument or upon direction from the Trustee if the Trustee requested the corrected instrument)
will provide notice thereof to the Certificateholders.


 


(c)             Neither the Trustee,
the Certificate Administrator nor any of their respective officers, directors, managers, members, employees, agents or “control”
persons within the meaning of the Securities Act shall have any liability arising out of or in connection with this Agreement,
provided that, subject to Section 8.02 of this Agreement, no provision of this Agreement shall be construed to relieve
the Trustee or the Certificate Administrator, as applicable, or any such person, from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct or its own bad faith; and provided, further, that:


 


(i)             Prior
to the occurrence of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge, and after
the curing or waiver of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee
shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall
be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied
covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator and, in the absence
of bad faith on the part of the Trustee or the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable,
may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any resolutions,
certificates, statements, reports, opinions, documents, orders or other instruments furnished to the Trustee or the Certificate
Administrator, as applicable, that conform on their face to the requirements of this Agreement without responsibility for investigating
the contents thereof;


 



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(ii)            Neither
the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible
Officer or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, was
negligent in ascertaining the pertinent facts;


 


(iii)           Neither
the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 50% of the
Percentage Interests (or such other percentage as is specified herein) of each affected Class, or of the aggregate Voting Rights
of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee
or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate
Administrator, as applicable, under this Agreement;


 


(iv)           Neither
the Trustee, the Certificate Administrator nor any of their respective directors, officers, managers, members, employees, agents
or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is
not the same Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other
than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other
agreement, or any act or omission of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor or any other
third Person, including, without limitation, in connection with actions taken pursuant to this Agreement;


 


(v)            Neither
the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action
unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance
with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the
Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured,
and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection
Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance
of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s
or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach
by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained in Section
2.07 or Section 2.08, as applicable, herein; provided, however, that the Trustee or the Certificate Administrator
may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with
respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder;
and


 


(vi)           Neither
the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure to act or breach of any Person
upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to act, unless a Responsible
Officer of the Trustee or the Certificate Administrator, as


 



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applicable, obtains actual knowledge of such failure. Each of the Trustee
and the Certificate Administrator shall be deemed to have actual knowledge of the Master Servicer’s or the Special Servicer’s
failure to provide scheduled reports or other information when and as required to be delivered to the Trustee or the Certificate
Administrator, as applicable, pursuant to Section 4.02(b) of this Agreement (other than the CREFC® Total
Loan Report, the CREFC® Advance Recovery Report, the CREFC® Comparative Financial Status Report,
the CREFC® Loan Setup File, the CREFC® Operating Statement Analysis Report, the CREFC®
NOI Adjustment Worksheet or any other report that is required to be sent upon request or triggered by the action of any party).


 


None of the provisions
contained in this Agreement shall require the Trustee or the Certificate Administrator, in its capacity as Trustee or the Certificate
Administrator, as applicable, to (x) expend or risk its own funds, or otherwise incur financial liability in the performance of
any of its duties hereunder, or in the exercise of any of its rights or powers, if in the opinion of the Trustee or the Certificate
Administrator, as applicable, the repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it or (y) exercise any of its rights or powers or take any action if it determines such exercise or action is contrary
to law, and none of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator,
as applicable, to perform, or, with respect to the Trustee, be responsible for the manner of performance of, any of the obligations
of the Master Servicer, the Special Servicer or the Operating Advisor 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 Master Servicer or the Special Servicer in accordance with the terms of this Agreement. Neither the Trustee nor the Certificate
Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under
this Agreement and neither the Trustee nor the Certificate Administrator shall be liable for any loss on any investment of funds
pursuant to this Agreement (other than any funds invested with it in its commercial capacity or at its discretion).


 


(d)            The Operating
Advisor, the Master Servicer, the Special Servicer or the Trustee may at any time make a written request from the Certificate Administrator
written confirmation of whether a Consultation Termination Event or a Control Termination 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. Further, the Certificate Administrator shall post a “special notice” on its website
within 10 days of its determination of the commencement or cessation of any Consultation Termination Event or Control Termination
Event.


 


Section 8.02     Certain
Matters Affecting the Trustee and the Certificate Administrator.


 


(a)            Except as otherwise
provided in Section 8.01 of this Agreement:


 


(i)             Each
of the Trustee and the Certificate Administrator may request and/or rely upon and shall be protected in acting or refraining from
acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,


 



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opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties and neither the Trustee nor the Certificate Administrator shall
have any responsibility to ascertain or confirm the genuineness of any such party or parties;


 


(ii)            Each
of the Trustee and the Certificate Administrator may consult with counsel and 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 such Opinion of Counsel;


 


(iii)           (A)            Neither
the Trustee nor the Certificate Administrator shall be under any obligation to institute, conduct or defend any litigation hereunder
or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement,
unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator, as applicable, reasonable security
or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby;


 


  (B)             the
right of the Trustee or the Certificate Administrator, as applicable, to perform any discretionary act enumerated in this Agreement
shall not be construed as a duty, and neither the Trustee nor the Certificate Administrator shall be answerable for other than
its negligence or willful misconduct in the performance of any such act; and


 


  (C)             provided
that subject to the foregoing clause (A), nothing contained herein shall relieve the Trustee of the obligations, upon the occurrence
of a Servicer Termination Event (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)           Neither
the Trustee, the Certificate Administrator nor any of their respective directors, officers, managers, members, employees, Affiliates,
agents or “control” persons within the meaning of the Securities Act shall be personally liable for any action taken,
suffered or omitted by it in good faith and reasonably believed by the Trustee or the Certificate Administrator, as applicable,
to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)            Neither
the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper
or document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% (or such other percentage
as is specified herein) of the Percentage Interests of any affected Class (considering each of the Class A-S, Class B and Class
C Certificates together with the Class PEZ Component of the same alphabetical designation


 



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as a single “Class” for such
purpose); provided, however, that if the payment within a reasonable time to the Trustee or the Certificate Administrator,
as applicable, of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee or the Certificate Administrator, as applicable, not reasonably assured to the Trustee or the Certificate
Administrator, as applicable, by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator,
as applicable, may require reasonable indemnity against such expense or liability as a condition to taking any such action. The
reasonable expense of every such investigation shall be paid by the Master Servicer, the Special Servicer or the Operating Advisor,
as applicable, if a Servicer Termination Event or Operating Advisor Termination Event shall have occurred and be continuing relating
to the Master Servicer, the Special Servicer or the Operating Advisor, respectively and if such investigation results from such
Servicer Termination Event or Operating Advisor Termination Event, and otherwise by the Certificateholders requesting the investigation;


 


(vi)           Each
of the Trustee 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 or attorneys but shall not be relieved of its obligations hereunder; and


 


(vii)          For
purposes of this Agreement, the Trustee or the Certificate Administrator, as applicable, shall have notice or knowledge of an event
only when a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has received written notice or
obtains actual knowledge of such event.


 


(b)            Following the
Startup Day, neither the Trustee nor the Certificate Administrator shall, except as expressly required by any provision of this
Agreement, accept any contribution of assets to the Trust Fund unless the Trustee or the Certificate Administrator, as applicable,
shall have received an Opinion of Counsel (the costs of obtaining such opinion to be borne by the Person requesting such contribution)
to the effect that the inclusion of such assets in the Trust Fund will not cause either Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes at any time that any Certificates
are outstanding or subject either Trust REMIC or the Grantor Trust to any tax under the REMIC Provisions or other applicable provisions
of federal, state and local law or ordinances.


 


(c)            All rights of
action under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate Administrator, as applicable,
may be enforced by it 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 shall be brought in its name for the benefit
of all the Holders of such Certificates, subject to the provisions of this Agreement.


 


Neither the Trustee nor
the Certificate Administrator shall have any duty to conduct any affirmative investigation as to the occurrence of any condition
requiring the repurchase of any Mortgage Loan by the Depositor pursuant to this Agreement or the eligibility of any Mortgage Loan
for purposes of this Agreement.


 



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(d)           Neither the Trustee
nor the Certificate Administrator shall be responsible for delays or failures in performance resulting from acts beyond its control
(such acts include but are not limited to acts of God, strikes, lockouts, riots and acts of war).


 


(e)           In order to comply
with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including
those relating to the funding of terrorist activities and money laundering (“Applicable Laws”), the Certificate
Administrator or the Trustee, as applicable, is required to obtain, verify and record certain information relating to individuals
and entities which maintain a business relationship with the Certificate Administrator or the Trustee, as applicable. Accordingly,
each of the parties agrees to provide to the Trustee, upon its request from time to time such identifying information and documentation
as may be available for such party in order to enable the Certificate Administrator and the Trustee to comply with Applicable Laws.


 


(f)            Each of the Custodian,
Authenticating Agent, Paying Agent and Certificate Registrar shall be entitled to the same rights, indemnities, immunities, privileges
and protections afforded to the Certificate Administrator or the Trustee, as applicable, hereunder in the same manner as if such
party were the named Certificate Administrator or Trustee herein.


 


Section 8.03     Neither
the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans. The recitals contained herein
and in the Certificates shall not be taken as the statements of the Trustee, the Certificate Administrator, the Master Servicer,
the Special Servicer or the Operating Advisor, and the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer and the Operating Advisor assume no responsibility for their correctness. The Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer and the Operating Advisor make no representations or warranties as to the validity or
sufficiency of this Agreement, of the Certificates or any prospectus used to offer the Certificates for sale or the validity,
enforceability or sufficiency of any Mortgage Loan or related document. Neither the Trustee nor the Certificate Administrator
shall at any time have any responsibility or liability for or with respect to the legality, validity and enforceability of any
Mortgage, any Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance of any such perfection and priority,
or for or with respect to the sufficiency of the Trust Fund or its ability to generate the payments to be distributed to Certificateholders
under this Agreement. Without limiting the foregoing, neither the Trustee nor the Certificate Administrator shall be liable or
responsible for: the existence, condition and ownership of any Mortgaged Property; the existence of any hazard or other insurance
thereon (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section
7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) or the enforceability thereof;
the existence of any Mortgage Loan or the contents of the related Mortgage File on any computer or other record thereof (other
than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of
this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer); the validity of the assignment of any
Mortgage Loan to the Trust Fund or of any intervening assignment; the completeness of any Mortgage File (except for its review
thereof pursuant to Section 2.02); the performance or enforcement of any Mortgage Loan (other than if the Trustee shall
assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s
capacity as Master Servicer or Special Servicer); the compliance by the Depositor, the Master Servicer, the Special Servicer


 



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or
the Operating Advisor with any warranty or representation made under this Agreement or in any related document or the accuracy
of any such warranty or representation prior to the Trustee’s receipt of notice or actual knowledge by a Responsible Officer
of any non-compliance therewith or any breach thereof; any investment of moneys by or at the direction of the Master Servicer
or any loss resulting therefrom (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer
pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer), it
being understood that the Trustee shall remain responsible for any Trust Fund property that it may hold in its individual capacity;
the acts or omissions of any of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor (other than
if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this
Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) or any Sub-Servicer or any Mortgagor; any action
of the Master Servicer, the Special Servicer or the Operating Advisor (other than if the Trustee shall assume the duties of the
Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as
Master Servicer or Special Servicer) or any Sub-Servicer taken in the name of the Trustee except to the extent such action is
taken at the express written direction of the Trustee; the failure of the Master Servicer or the Special Servicer or any Sub-Servicer
to act or perform any duties required of it on behalf of the Trust Fund or the Trustee as applicable hereunder; or any action
by or omission of the Trustee taken at the instruction of the Master Servicer or the Special Servicer (other than if the Trustee
shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the
Trustee’s capacity as Master Servicer or Special Servicer) unless the taking of such action is not permitted by the express
terms of this Agreement; provided, however, that the foregoing shall not relieve the Trustee or the Certificate
Administrator, as applicable, of its obligation to perform its duties as specifically set forth in this Agreement. Neither the
Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor of any of the Certificates
or of the proceeds of the sale of such Certificates, or for the use or application of any funds paid to the Depositor, the Master
Servicer, the Special Servicer or the Certificate Administrator (in the case of the Trustee only) in respect of the assignment
of the Mortgage Loans or deposited in or withdrawn from the Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account, the Lock Box Account, the Escrow Accounts, the Interest Reserve Account, the Excess Interest Distribution
Account, the Excess Liquidation Proceeds Reserve Account or any other account maintained by or on behalf of the Master Servicer
or the Special Servicer, other than any funds held by the Trustee or the Certificate Administrator, as applicable. Neither the
Trustee nor the Certificate Administrator shall have responsibility for filing any financing or continuation statement 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
(unless in the case of the Trustee, the Trustee shall have become the successor Master Servicer) or to record this Agreement.
In making any calculation hereunder which includes as a component thereof the payment or distribution of interest for a stated
period at a stated rate “to the extent permitted by applicable law,” the Trustee or the Certificate Administrator,
as applicable, shall assume that such payment is so permitted unless a Responsible Officer of the Trustee or the Certificate Administrator,
as applicable, has actual knowledge, or receives an Opinion of Counsel (at the expense of the Person asserting the impermissibility)
to the effect that such payment is not permitted by applicable law.


 



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Section 8.04     Trustee
and Certificate Administrator May Own Certificates. The Trustee, the Certificate Administrator and any agent of the Trustee
or the Certificate Administrator, each, in its individual capacity or any other capacity, may become the owner or pledgee of Certificates,
and may deal with the Depositor and the Master Servicer in banking transactions, with the same rights it would have if it were
not Trustee, the Certificate Administrator or such agent, as the case may be.


 


Section 8.05     Payment
of Trustee/Certificate Administrator Fees and Expenses; Indemnification.


 


(a)            As compensation
for the performance of its duties hereunder, the Trustee shall be paid its portion of the Trustee/Certificate Administrator Fee,
which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. As compensation for the performance of
its duties hereunder, the Certificate Administrator shall be paid its portion of the Trustee/Certificate Administrator Fee, which
shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Certificate Administrator
shall pay the Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. The Trustee/Certificate Administrator
Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. The Trustee/Certificate Administrator Fee (which in each case
shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the
Trustee’s and the Certificate Administrator’s sole form of compensation for all services rendered by each of them in
the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee or
the Certificate Administrator, as applicable, hereunder. No Trustee/Certificate Administrator Fee shall be payable with respect
to any Companion Loan. In the event that the Trustee assumes the servicing responsibilities of the Master Servicer or the Special
Servicer hereunder pursuant to or otherwise arising from the resignation or removal of the Master Servicer or the Special Servicer,
the Trustee shall be entitled to the compensation to which the Master Servicer or the Special Servicer, as the case may be, would
have been entitled.


 


(b)            Each of the Trustee
and the Certificate Administrator shall be paid or reimbursed by the Trust Fund upon its request for all reasonable expenses, disbursements
and, except for Advances otherwise reimbursable hereunder, advances incurred or made by the Trustee or the Certificate Administrator,
as applicable, pursuant to and in accordance with any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not regularly in its employ) to the extent such payments are
“unanticipated expenses” as described in clause (d) below, except any such expense, disbursement or advance as may
arise from its negligence, bad faith or willful misconduct; provided, however, that, subject to Section 8.01
and Section 8.02 of this Agreement, neither the Trustee nor the Certificate Administrator shall refuse to perform any of
its duties hereunder solely as a result of the failure to be paid the Trustee/Certificate Administrator Fee or the Trustee’s
expenses or the Certificate Administrator’s expenses, as applicable.


 


The Master Servicer and
the Special Servicer covenant and agree to pay or reimburse the Trustee for the reasonable out-of-pocket expenses incurred or made
by the Trustee in connection with any transfer of the servicing responsibilities of the Master Servicer or the Special Servicer,
respectively, hereunder, pursuant to or otherwise arising from the resignation or


 



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removal of the Master Servicer or the Special
Servicer, in accordance with any of the provisions of this Agreement (and including the reasonable fees and expenses and disbursements
of its counsel and all other persons not regularly in its employ), except any such expenses as may arise from the negligence or
bad faith of the Trustee.


 


(c)            Each of the Paying
Agent, Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the Custodian, the Trustee, the Depositor,
the Master Servicer and the Special Servicer (each, an “Indemnifying Party”) shall indemnify the Trust, the
Trustee, the Certificate Administrator, the Certificate Registrar, the Custodian and their respective Affiliates and each of the
directors, officers, managers, members, employees and agents of the Paying Agent, the Authenticating Agent, the Trust, the Trustee,
the Certificate Administrator, the Certificate Registrar, the Custodian and their respective Affiliates (each, an “Indemnified
Party”), and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Party may sustain
in connection with this Agreement resulting from each such Indemnifying Party’s respective willful misconduct, bad faith,
fraud and/or negligence in the performance of each of its respective duties hereunder or by reason of negligent disregard of its
respective obligations and duties hereunder. Each of the Paying Agent, the Authenticating Agent, the Trustee, the Paying Agent,
the Certificate Registrar, the Custodian and the Certificate Administrator shall indemnify each of the Master Servicer and the
Special Servicer and its Affiliates and each of the directors, officers, managers, members, employees and agents of each of the
Master Servicer and the Special Servicer and its Affiliates (each, a “Servicer Indemnified Party”), and hold
each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments, and any other costs, fees and expenses that the Servicer Indemnified Party may sustain in connection
with this Agreement related to the Trustee’s, Authenticating Agent, the Paying Agent’s, the Certificate Registrar’s,
the Custodian’s or the Certificate Administrator’s respective willful misconduct, bad faith, fraud and/or negligence
in the performance of each of its respective duties hereunder or by reason of negligent disregard of its respective obligations
and duties hereunder. Each of the Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate
Administrator and the Trustee shall indemnify the Depositor, any employee, manager, member, agent, director or officer of the Depositor,
and the Trust Fund and hold the Depositor, any employee, manager, member, agent, director or officer of the Depositor, and the
Trust Fund harmless against any loss, liability or reasonable expense (including, without limitation, reasonable attorneys’
fees and expenses) incurred by such parties (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance
of duties of the Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate Administrator
or the Trustee, as the case may be, or by reason of negligent disregard of the Authenticating Agent, the Paying Agent’s,
the Certificate Registrar’s, the Custodian’s, the Certificate Administrator’s or the Trustee’s, as the
case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Authenticating Agent, the Paying Agent,
the Certificate Registrar, the Custodian, the Certificate Administrator or the Trustee, as the case may be, of any of its representations
or warranties contained in Section 2.07 or Section 2.08, as applicable.


 


(d)            The Trust Fund
shall indemnify each Indemnified Party from, and hold it harmless against, any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable and


 



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necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the
Indemnified Party may sustain (including, without limitation, reasonable fees and disbursements of counsel and of all persons not
regularly in its employ incurred by the Indemnified Party in any action or proceeding between the Trust Fund and the Indemnified
Party or between the Indemnified Party and any third party or otherwise) in connection with this Agreement or arising in respect
of this Agreement, the Mortgage Loans or the Certificates, in each case to the extent and only to the extent, such payments are
expressly reimbursable under this Agreement, or are unanticipated expenses (as defined below), other than (i) those resulting from
the negligence, fraud, bad faith or willful misconduct, or negligent disregard of obligations and duties hereunder, of the Indemnified
Party and (ii) except to the extent such amounts are not paid pursuant to this Section 8.05, those as to which such Indemnified
Party is entitled to indemnification pursuant to Section 8.05(c). The term “unanticipated expenses” shall include
any fees, expenses and disbursements of the Trustee or the Certificate Administrator or any separate trustee or co-trustee or certificate
administrator appointed hereunder, only to the extent such fees, expenses and disbursements were not reasonably anticipated as
of the Closing Date, and the losses, liabilities, damages, claims or incremental expenses (including reasonable attorneys’
fees) incurred or, except in the case of an Advance otherwise reimbursable hereunder, advanced by an Indemnified Party in connection
with (i) a default under any Mortgage Loan and (ii) any litigation arising out of this Agreement, including, without limitation,
under Section 2.03, Section 3.10, the third paragraph of Section 3.11, Section 4.05 and Section
7.01 of this Agreement. The right of reimbursement of the Indemnified Parties under this Section 8.05(d) shall be senior
to the rights of all Certificateholders.


 


(e)            Notwithstanding
anything herein to the contrary, this Section 8.05 shall survive the termination or maturity of this Agreement or the resignation
or removal of the Trustee or the Certificate Administrator, as applicable, as regards rights accrued prior to such resignation
or removal and (with respect to any acts or omissions during their respective tenures) the resignation, removal or termination
of the Master Servicer, the Special Servicer, the Paying Agent, the Authenticating Agent, the Certificate Registrar or the Custodian.


 


(f)             This Section
8.05 shall be expressly construed to include, but not be limited to, such indemnities, compensation, expenses, disbursements,
advances, losses, liabilities, damages and the like, as may pertain or relate to any environmental law or environmental matter.


 


Section 8.06     Eligibility
Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator
hereunder shall at all times:


 


(i)           
be a corporation or association 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)           (a)
have a rating on its unsecured long term debt of at least “A2” by Moody’s and, if rated by KBRA, a rating by
KBRA at least equivalent to “A2” Moody’s,


 



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and (b) have a rating on its unsecured short-term debt of at least
“P-1” by Moody’s and, if rated by KBRA, a rating by KBRA at least equivalent to “P-1” by Moody’s,
or have such other rating(s) with respect to which the Rating Agencies have provided a Rating Agency Confirmation.


 


(iv)           be
subject to supervision or examination by federal or state authority; and


 


(v)            in
the case of the Trustee, shall not be an Affiliate of the Master Servicer (except during any period when the Trustee has assumed
the duties of the Master Servicer pursuant to Section 7.02).


 


If a corporation or association
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 corporation 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 Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under
the REMIC Provisions) 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 8.07, (ii) pay such tax from its own funds and continue as Trustee
or 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 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 8.07.


 


Section 8.07     Resignation
and Removal of the Trustee or the Certificate Administrator. Either the Trustee or the Certificate Administrator may
at any time resign and be discharged from the trusts hereby created by giving 30 days written notice thereof to the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator (as applicable), the Trustee (as applicable), the Operating
Advisor, the Certificate Holders, the Companion Loan Holders and, subject to Section 11.13 of this Agreement, each Rating
Agency. Following such 30 day notice of resignation, the Master Servicer shall promptly appoint a successor Trustee or the Certificate
Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the resigning
Trustee or Certificate Administrator, as applicable, and the successor Trustee or Certificate Administrator, as applicable. If
no successor Trustee or Certificate Administrator, as applicable, shall have been so appointed and have accepted appointment within
30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may
petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable.
The Trustee or the Certificate Administrator, as applicable, will bear all reasonable costs and expenses of each other party hereto
and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning Mortgage Loans
by reason of change in Trustee).


 



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If at any time either
the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06
and shall fail to resign after written request therefor by the Depositor or Master Servicer, or if at any time either the Trustee
or the Certificate Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of
the Trustee or the Certificate Administrator, as applicable, or of its property shall be appointed, or any public officer shall
take charge or control of the Trustee or the Certificate Administrator, as applicable, or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then the Depositor may remove the Trustee or the Certificate Administrator, as
applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, which
shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and to the successor Trustee or Certificate
Administrator, as applicable. The Holders of Certificates entitled to more than 50% of the Voting Rights of all of the Certificates
may at any time upon 30 days written notice remove the Trustee or the Certificate Administrator and appoint a successor Trustee
or the Certificate Administrator, as applicable, by written instrument or instruments, in five originals, signed by such Holders
or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete
set to the Master Servicer, one complete set to the Trustee (in connection with the removal of the Certificate Administrator),
one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee
or Certificate Administrator, as applicable, so removed and one complete set to the successor Trustee or Certificate Administrator,
as applicable, so appointed and a copy thereof shall be delivered to the Companion Loan Holders.


 


In the event that the
Trustee or the Certificate Administrator is terminated or removed pursuant to this Section 8.07, all of its rights
and obligations under this Agreement and in and to the Mortgage Loans or Serviced Whole Loans shall be terminated, other than any
rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses,
indemnities and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this Agreement,
with respect to periods prior to the date of such termination or removal, and no termination without cause shall be effective until
the payment of such amounts to the Trustee or the Certificate Administrator, as applicable). The Trustee or the Certificate Administrator,
as applicable, will bear all reasonable costs and expenses of each other party hereto and each Rating Agency in connection with
its termination or removal; provided that if the Trustee or Certificate Administrator, as applicable, is terminated without
cause by the holders of Certificates evidencing aggregate Voting Rights of more than 50% of the Voting Rights of all Certificates
as provided in the immediately preceding paragraph, then such holders will be required to pay all the reasonable costs and expenses
(including, but not limited to, reasonable attorney’s fees and expenses) of the Trustee or Certificate Administrator, as
applicable, necessary to effect the transfer of the rights and obligations of the Trustee or Certificate Administrator, as applicable,
to a successor Trustee or Certificate Administrator.


 


Any resignation or removal
of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable,
pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by
the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.08.


 


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Upon the resignation,
assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination of the Trustee,
the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07) at its own expense, ensure
that prior to consummation of such action or as part of its transfer of duties to any successor (to the extent such Loan Document
was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse,
representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of GS Mortgage
Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34” or in blank and further
showing a complete, unbroken chain of endorsement from the originator (if such originator is not the applicable Mortgage Loan Seller)
(or, alternatively, if the original executed Note has been lost, a lost note affidavit and indemnity with a copy of such Note),
and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee
without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the
Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement,
such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items
(A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s
possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence
shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at
the expense of the Trust for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative,
and during the continuance of a Control Termination Event, after consultation with the Controlling Class Representative.


 


Section 8.08     Successor
Trustee or Successor Certificate Administrator.


 


(a)          Any successor
Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute, acknowledge
and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator,
as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal
of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee 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,
as applicable, herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect
to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver
to the successor Certificate Administrator all Mortgage Files and related documents and statements held by it hereunder. The Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee or Certificate Administrator, as applicable,
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 or Certificate Administrator, as applicable, all such rights, powers, duties and
obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08
unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible under
the provisions of Section 8.06.


 


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Upon acceptance of appointment
by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor
shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates
at their addresses as shown in the Certificate Register and to the Companion Loan Holders. If the Depositor fails to mail such
notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor
Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.


 


(b)          Any successor
Trustee or Certificate Administrator appointed pursuant to this Agreement shall satisfy the eligibility requirements set forth
in Section 8.06 hereof.


 


Section 8.09     Merger
or Consolidation of the Trustee or the Certificate Administrator. Any entity into which the Trustee or the Certificate
Administrator may be merged or converted, or with which the Trustee or the Certificate Administrator, as applicable, may be
consolidated, or any entity resulting from any merger, conversion or consolidation to which the Trustee or the Certificate
Administrator, as applicable, shall be a party, or any entity succeeding to the corporate trust business of the Trustee or
the Certificate Administrator, as applicable, shall be the successor of the Trustee or the Certificate Administrator, as
applicable, hereunder, provided such entity shall be eligible under the provisions of Section 8.06 without the
execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.


 


Section 8.10     Appointment
of Co-Trustee or Separate Trustee. Notwithstanding any other provisions hereof, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at the time
be located, the Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments
to appoint one or more Persons approved by the Trustee to act (at the expense of the Trustee) as co-trustee or
co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to
vest in such Person or Persons, in such capacity, such title to the Trust Fund, or any part thereof and, subject to the other
provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Depositor and the
Trustee may consider necessary or desirable. If the Depositor shall not be in existence or shall not have joined in such
appointment within 15 days after the receipt by it of a request so to do, or in case a Servicer Termination Event shall have
occurred and be continuing, the Trustee alone shall have the power to make such appointment. Except as required by applicable
law, the appointment of a co-trustee or separate trustee shall not relieve the Trustee of its responsibilities, obligations
and liabilities hereunder. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as
a successor Trustee under Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof.


 


In the case of any appointment
of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties and obligations conferred
or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee
or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without
the Trustee joining in such act), except to the extent that


 


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under any law of any jurisdiction in which any particular act or acts
are to be performed (whether as Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of
title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate
trustee or co-trustee solely at the direction of the Trustee.


 


The Depositor and the
Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee, or if the separate
trustee or co-trustee is an employee of the Trustee, the Trustee acting alone may accept the resignation of or remove any separate
trustee or co-trustee.


 


Any notice, request or
other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement
and the conditions of this Article VIII. Every such instrument shall be filed with the Trustee. Each separate trustee
and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument
of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. In no event shall any such separate trustee or co-trustee be entitled to any provision relating
to the conduct of, affecting the liability of, or affording protection to, such separate trustee or co-trustee that imposes a standard
of conduct less stringent than that imposed on the Trustee hereunder, affording greater protection than that afforded to the Trustee
hereunder or providing a greater limit on liability than that provided to the Trustee hereunder.


 


Any separate trustee
or co-trustee may, at any time, constitute the Trustee its agent or attorney-in-fact, with full power and authority, to the extent
not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies
and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor
trustee.


 


Section 8.11     Access
to Certain Information.


 


(a)          The Certificate
Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor and the Controlling Class
Representative) access to any documentation (other than any Privileged Information) regarding the Mortgage Loans or the other assets
of the Trust Fund that are in its possession or within its control. 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 or the Custodian.


 


(b)          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 and/or copies of the


 


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following items
(to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format):


 


(i)          the
Prospectus and the Prospectus Supplement;


 


(ii)         this
Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Loan Purchase
Agreements and any amendments and exhibits hereto or thereto;


 


(iii)        all
Certificate Administrator reports made available to holders of each relevant class of Certificates since the Closing Date;


 


(iv)        all
Distribution Date Statements and all CREFC® reports actually delivered or otherwise made available to Certificateholders
pursuant to Section 4.02 of this Agreement since the Closing Date;


 


(v)         the
annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates
delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.08
of this Agreement;


 


(vi)        the
annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer
to the Certificate Administrator since the Closing Date pursuant to Section 10.09 of this Agreement;


 


(vii)       the
most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered
to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 3.18 of this Agreement;


 


(viii)      any
and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental
testing contemplated by Section 3.10(e) of this Agreement revealed that neither of the conditions set forth in clauses (i)
and (ii) thereof was satisfied;


 


(ix)         the
Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the Serviced
Whole Loans) entered into or consented to by the Master Servicer, the Special Servicer, an Other Master Servicer or an Other Special
Servicer and delivered to the Certificate Administrator pursuant to Section 3.24 of this Agreement;


 


(x)          the
summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of
this Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer
or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with
the other information specified in Section 4.02(b) of this Agreement;


 



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(xi)         any
and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the
Master 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 Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Trustee, an Other Master Servicer, an Other Special Servicer or an Other Trustee (and appointments of successors thereto);


 


(xiii)       all
Special Notices;


 


(xiv)       any
Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator in electronic format; 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.


 


The Certificate Administrator
shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.


 


Section 8.12     Compliance
with the Patriot Act. In order to comply with the laws, rules, regulations and executive orders in effect from time to
time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering
(“Applicable Patriot Act Laws”), each of the Trustee, the Certificate Administrator, the Special Servicer
and the Master Servicer is required to obtain, verify and record certain information relating to individuals and entities
which maintain a business relationship with the Trustee, the Certificate Administrator, the Special Servicer or the Master
Servicer, as applicable. Accordingly, each of the parties to this Agreement agrees to provide to the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer, upon its respective reasonable request from time to time such
identifying information and documentation as may be available for such party in order to enable the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer to comply with Applicable Patriot Act Laws.


 


Article IX



TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE


 


Section 9.01     Termination;
Optional Mortgage Loan Purchase.


 


(a)          The respective
obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate
Administrator and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans
(other than the obligation to make certain payments and to send certain


 



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notices to Certificateholders as hereinafter set forth
and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs)
shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class, the
Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to subsection (c), (ii) the exchange by the Remaining
Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the
Trust Fund pursuant to subsection (h) and (iii) the final payment or other liquidation (or any advance with respect thereto)
of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that
in no event shall the trust created hereby continue beyond the expiration of twenty-one years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date hereof.
All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or the Special Servicer, as applicable promptly following receipt thereof.


 


(b)         In connection
with a termination contemplated by Section 9.01(a) of this Agreement, the Trust REMICs outstanding shall be terminated
and the assets of the Trust Fund with respect to the Lower-Tier REMIC shall be sold or otherwise disposed of in connection therewith,
pursuant to a “plan of complete liquidation” within the meaning of Code Section 860F(a)(4)(A) providing for
the actions contemplated by the provisions hereof pursuant to which the applicable Notice of Termination is given and requiring
that the assets of the Lower-Tier REMIC shall be sold for cash and that each such Trust REMIC shall terminate on a Distribution
Date occurring not more than 90 days following the date of adoption of the plan of complete liquidation. For purposes of this
Section 9.01(b), the Notice of Termination given pursuant to Section 9.01(c) shall constitute the
adoption of the plan of complete liquidation as of the date such notice is given, which date shall be specified by the Certificate
Administrator in the final federal income tax returns of each Trust REMIC. Notwithstanding the termination of the Trust REMICs
or the Trust Fund, the Certificate Administrator shall be responsible for filing the final Tax Returns for the Trust REMICs and
for the Grantor Trust for the period ending with such termination, and shall maintain books and records with respect to the Trust
REMICs and the Grantor Trust for the period for which it maintains its own tax returns or other reasonable period.


 


(c)         The Holders of
the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or,
if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if
neither such Holders nor the Special Servicer nor the Master Servicer does, any Holders of the Class R Certificates representing
greater than a 50% Percentage Interest in such Class, may) effect an early termination of the Trust Fund, upon not less than 30
days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator, the Special Servicer and Master Servicer
(whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or after the Early Termination Notice Date
specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and
in the case of the Serviced Whole Loans, subject to certain rights of the related Companion Loan Holder provided for in the related
Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the Trust Fund (or, with respect to each Non-Serviced
Mortgage Loan, by the trust created under the applicable Other Pooling and Servicing Agreement) in respect of any Mortgage


 


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Loan,
at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans
(exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO
Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall
be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as
applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding
(which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as the case may be,
in connection with such purchase).


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50%
Percentage Interest in such Class, may also) effect such termination as provided in the prior paragraph if such party first notifies
the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a
Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing at least 30 days prior to
the Anticipated Termination Date. All costs and expenses incurred by any and all parties to this Agreement or by the Trust Fund
in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to this Section 9.01(c) shall
be borne by the party exercising its purchase rights hereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to this subsection (c).


 


(d)         If the Trust Fund
has not been previously terminated pursuant to subsection (c) or subsection (h) of this Section 9.01, the Certificate
Administrator shall determine as soon as practicable the Distribution Date on which the Certificate Administrator reasonably anticipates,
based on information with respect to the Mortgage Loans previously provided to it, that the final distribution will be made (i) to
the Holders of outstanding Regular Certificates, and to the Trustee in respect of the Lower-Tier Regular Interests, notwithstanding
that such distribution may be insufficient to distribute in full an amount equal to the remaining Certificate Principal Amount
of each such Certificate or Lower-Tier Regular Interest, as the case may be, together with amounts required to be distributed on
such Distribution Date pursuant to Section 4.01 of this Agreement, (ii) to the Holders of the Class S Certificates,
Excess Interest with respect to the Mortgage Loans received and not previously distributed pursuant to Section 4.01(k)
of this Agreement or (iii) if no Regular Certificates are then outstanding, to the Holders of the Class R Certificates of
any amount remaining in the Collection Account, the Lower-Tier Distribution Account, the Upper-Tier Distribution Account or the
Excess Liquidation Proceeds Reserve Account, in either case, following the later to occur of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund or


 


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(b) the
liquidation or disposition pursuant to Section 3.17 of this Agreement of the last asset held by the Trust
Fund.


 


(e)         Notice of any
termination of the Trust Fund pursuant to this Section 9.01 shall be mailed by the Certificate Administrator to affected
Certificateholders with a copy to the Master Servicer, the Special Servicer and, subject to Section 11.13 of this Agreement,
each Rating Agency at their addresses shown in the Certificate Register as soon as practicable after the Certificate Administrator
shall have received, given or been deemed to have received a Notice of Termination but in any event not more than thirty days,
and not less than ten days, prior to the Anticipated Termination Date. The notice mailed by the Certificate Administrator to affected
Certificateholders shall:


 


(i)          specify
the Anticipated Termination Date on which the final distribution is anticipated to be made to Holders of Certificates of the Classes
specified therein;


 


(ii)         specify
the amount of any such final distribution, if known; and


 


(iii)        state
that the final distribution to Certificateholders will be made only upon presentation and surrender of Certificates at the office
of the Paying Agent therein specified.


 


If the Trust Fund is
not terminated on any Anticipated Termination Date for any reason, the Certificate Administrator shall promptly mail notice thereof
to each affected Certificateholder.


 


(f)          Any funds not
distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate.
If any Certificates as to which notice of the Termination Date has been given pursuant to this Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall, subject to applicable law, pay to the Class R Certificateholders all amounts distributable to the
Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01.


 


(g)         For purposes of
this Section 9.01, the Remaining Certificateholder shall have the first option to terminate the Trust Fund pursuant
to subsection (h), and then the Holders 


 


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of the Controlling Class, and then the Special Servicer, and then the Master Servicer,
and then the Holder of the Class R Certificates, in each of the last four cases, pursuant to subsection (c).


 


(h)         Following the
date on which the Class X-A Notional Amount, Class X-B Notional Amount, the Class X-D Notional Amount and the aggregate
Certificate Principal Amount of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class D
Certificates and the Class PEZ Regular Interests are reduced to zero, the Remaining Certificateholder shall have the right
to exchange all of the Certificates (including any outstanding Class X Certificates) (but excluding the Class S and Class R
Certificates) for all of the Mortgage Loans (and if each Non-Serviced Mortgage Loan is no longer a “Mortgage Loan”
due to the fact that the related Mortgaged Property has been foreclosed upon under the applicable Other Pooling and Servicing Agreement,
the related REO Mortgage Loan) and the Trust’s interest in each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of Section 9.01(a) by giving written notice to all the parties hereto no later than 60 days
prior to the anticipated date of exchange; provided that such Remaining Certificateholder shall pay the Master Servicer
an amount equal to (i) the product of (A) the Prime Rate, (B) the aggregate Certificate Principal Amount of the
then-outstanding Sequential Pay Certificates as of the day of the exchange and (C) three, divided by (ii) 360. In the
event that the Remaining Certificateholder elects to exchange all of the Certificates (other than the Class S and Class R
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund in accordance with the preceding
sentence, such Remaining Certificateholder, not later than the Termination Date, shall deposit in the Collection Account an amount
in immediately available funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the Trustee hereunder through the date of the liquidation of the Trust
Fund that may be withdrawn from the Collection Account, but only to the extent that such amounts are not already on deposit in
the Collection Account. Upon confirmation that such final deposits have been made and following the surrender of all remaining
Certificates (other than the Class S and Class R Certificates) by the Remaining Certificateholder on the Termination Date,
the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause to be released to the Remaining
Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments,
endorsements and other instruments furnished to it by the Remaining Certificateholder as shall be necessary to effectuate transfer
of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust Fund shall be liquidated in accordance with
this Section 9.01. Thereafter, the Trust Fund and the respective obligations and responsibilities under this Agreement
of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee
(other than the making of certain payments to Certificateholders and Companion Loan Holders, sending of certain notices, preparing
and filing tax returns and maintenance of books and records), shall terminate. Such transfers shall be subject to any rights of
any Sub-Servicers to service (or to perform select servicing functions with respect to) the Mortgage Loans. For federal income
tax purposes, the Remaining Certificateholder shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount
equal to the remaining Certificate Principal Amount of its remaining Certificates (other than the Class S and Class R Certificates),
plus accrued and unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts against amounts
distributed in respect of the Lower-Tier Regular Interests and such Certificates. The remaining Mortgage Loans and REO Properties
are deemed distributed to the Remaining Certificateholder in liquidation of the Trust Fund pursuant to this Section 9.01.


 


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Article X



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 10.01     Intent
of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article X of this
Agreement is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related
rules and regulations of the Commission. 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 Securities 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 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 GS Mortgage Securities Trust 2015-GC34,
Commercial Mortgage Pass-Through Certificates, Series 2015-GC34, and any Serviced Companion Loan Securities, each of the parties
to this Agreement shall cooperate fully with the Depositor and 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 or the Certificate Administrator,
any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor,
as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer,
the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee, as applicable, and
any Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by the Depositor or any Other Depositor, as applicable,
to be necessary in order to effect such compliance.


 


(a)          Succession; Subcontractors
Reasonableness. For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the
Exchange Act (in addition to any requirements contained in Section 10.06 of this Agreement) in connection with the
succession to the Master Servicer, the Special Servicer or any Sub-Servicer as servicer or Sub-Servicer (to the extent such Sub-Servicer
is a “servicer” as contemplated by Item 1108(a)(2) of Regulation AB) under this Agreement by any Person (i) into
which the Master Servicer, the Special Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which may be
appointed as a successor to the Master Servicer, the Special Servicer or any such Sub-Servicer, the Master Servicer (other than
if pursuant to an appointment under Section 7.01 or Section 7.02 of this Agreement) or the Special Servicer,
as applicable, shall provide to the Depositor, as well as any Other Depositor as to which the applicable 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 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 the Depositor
and each such Other Depositor, all information relating to such successor


 


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servicer reasonably requested by the Depositor or 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
the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, each of the Master Servicer,
the Special Servicer, the Sub-Servicer, the Custodian and the Certificate Administrator (each of the Master Servicer, the Special
Servicer, the Custodian and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 10.01(b)
and Section 10.01(c), a “Servicer”) is permitted to utilize one or more Subcontractors to perform certain
of its obligations hereunder. Such Servicer shall promptly upon request provide to the Depositor, as well as any Other Depositor
as to which the applicable Companion Loan is affected, a written description (in form and substance satisfactory to the Depositor
and each such Other Depositor) of the role and function of each Subcontractor that is a Servicing Function Participant utilized
by such Servicer during the preceding calendar year, specifying (i) the identity of such Subcontractor, and (ii) which
elements of the Servicing Criteria will be addressed in assessments of compliance provided by each such Subcontractor. Each Servicer
shall cause any Subcontractor determined to be a Servicing Function Participant used by such Servicer for the benefit of the Depositor
to comply with the provisions of Section 10.08 and Section 10.09 of this Agreement to the same extent as
if such Subcontractor were such Servicer. Such Servicer shall obtain from each such Subcontractor (or, in the case of each Sub-Servicer
set forth on Exhibit S, shall use commercially reasonable efforts to cause 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 10.08 and Section 10.09 of this Agreement, in each case, as and when required to be delivered.


 


(c)         For so long as
the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding the foregoing,
if a Servicer engages a Subcontractor in connection with the performance of any of its duties under this Agreement, such Servicer
shall be responsible for determining whether such Subcontractor is a “servicer” within the meaning of Item 1101 of
Regulation AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If
a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer” within the meaning
of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then such Subcontractor
shall be deemed to be a Sub-Servicer for purposes of this Agreement, 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 applicable Companion Loan is affected, of any such Sub-Servicer and Sub-Servicing Agreement. No Sub-Servicing Agreement (other
than such agreements set forth on Exhibit S hereto) shall be effective until at least 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 the Certificate Administrator, as
well as any Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, to accurately and timely
report the event under Item 6.02 of Form 8-K pursuant to Section 10.06 of this Agreement (if such reports under
the Exchange Act are required to be filed under the Exchange Act)


 


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(d)          For so long as
the Trust or 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 10.06 of this Agreement)
and shall furnish pursuant to Section 10.06 of this Agreement to the Depositor and each Other Depositor in writing
and in form and substance reasonably satisfactory to the Depositor and each Other Depositor all information reasonably necessary
for the Certificate Administrator and Trustee and each Other Exchange Act Reporting Party to accurately and timely report, the
event under Item 6.02 of Form 8-K pursuant to Section 10.06 of this Agreement (if such reports under the Exchange
Act are required to be filed under the Exchange Act).


 


Section 10.02     Filing
Obligations.


 


(a)          The Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan
Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant
utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the
Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.03,
Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution by the Depositor
any Forms 10-D, 10-K and 8-K required by the Exchange Act, in order to permit the timely filing thereof, and the Certificate
Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the
Depositor.


 


(b)          In the event that
the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange
Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D
or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered
to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon as practicable,
but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then
in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other
Exchange Act Reporting Party thereof. In the case of Forms 10-D and 10-K, the Depositor and the Certificate Administrator
will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A or Form 10-K/A, as applicable, pursuant
to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all
required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be
filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate
Administrator will notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the
Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed
Form 10-D needs to be amended, the


 



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Certificate Administrator shall notify the Depositor thereof, and such other parties as
needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A. Any Form 12b-25 or any amendment
to Form 8-K, Form 10-D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.02 related to
the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate
Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to
properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D
or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a
timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25
or any amendments to Forms 8-K, Form 10-D or Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct.


 


Section 10.03     Form 10-D
Filings.


 


(a)          Within 15 calendar
days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall
prepare and file on behalf of the Trust any Form 10-D then required by the Exchange Act, in form and substance as then required
by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date
Statement attached thereto; provided that the Certificate Administrator shall redact from such Distribution Date Statement any
information relating to the ratings of the Certificates and the identity of the Rating Agencies. Any disclosure in addition to
the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”)
shall, pursuant to the following paragraph, (i) be reported by the parties set forth on Exhibit U to this Agreement
to the Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which such Additional
Form 10-D Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and each such Other
Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any
Additional Form 10-D Disclosure absent such reporting, direction and approval.


 


For so long as the Trust
or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, within one (1) 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) certain parties to this Agreement, as set forth on Exhibit U
to this Agreement, shall be required to provide to the Certificate Administrator, the Depositor, and each Other Exchange Act Reporting
Party and 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 actual 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 the Certificate Administrator,
the Depositor and each such Other Exchange Act Reporting Party, each such Other Depositor


 


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and such parties, the form and substance
of the Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit U 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 S, 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 W to this Agreement and (iii) the Depositor shall approve,
as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D.
The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U
to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D
Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Certificate
Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.


 


The Certificate Administrator
shall include in any Form 10-D filed by it with respect to the Trust (i) the information required by Rule 15Ga-1(a)
of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution
of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(a) of this Agreement, (ii) a
reference to the most recent Form ABS-15G filed by the Depositor and the Commission’s assigned “Central Index Key”
for the Depositor, which information the Depositor shall deliver to the Certificate Administrator, and (iii) a reference to
the most recent Form ABS-15G filed by each Mortgage Loan Seller and the Commission’s assigned “Central Index Key”
for each such filer, which information each Mortgage Loan Seller is required to deliver to the Certificate Administrator pursuant
to Section 6(i) of the applicable Loan Purchase Agreement.


 


(b)         After preparing
the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for
review. Within two (2) Business Days after receipt of such copy, but no later than the 9th calendar day after the related
Distribution Date or, if the 9th calendar day after the related Distribution Date is not a Business Day, the immediately
preceding Business Day, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approval of such Form 10-D. Within two (2) Business Days after receipt of such copy, but no later than
two (2) Business Days prior to the 15th calendar day after the related Distribution Date, an officer of the Depositor
shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard
copy to follow by overnight mail) to the Certificate Administrator. Upon receipt of such signed Form 10-D (in electronic form
or by fax copy), the Certificate Administrator shall deem such report to be approved by the Depositor and shall proceed with filing
such report with the Commission. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be
amended, the Certificate Administrator will follow the procedures set forth in Section 10.02(b) of this Agreement.
Promptly after filing with the Commission, the Certificate Administrator will make available on its internet website a final executed
copy of each Form 10-D prepared and filed by the Certificate Administrator. The signing party at the Depositor can be contacted
at GS Mortgage Securities Corporation II, 200 West Street, New York, New York 10282, Attention: Leah Nivison, fax number: (212)
428-1439, email: leah.nivison@gs.com, with copies to: Peter Morreale, fax number: (212) 902-


 


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3000, email: peter.morreale@gs.com
and Joe Osborne, fax number: 212-291-5318, email: joe.osborne@gs.com. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing
of Form 10-D is contingent upon such parties observing all applicable deadlines in the performance of their duties under this
Section 10.03. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising
out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-D, where
such failure results because required disclosure information was either not delivered to the Certificate Administrator or delivered
to the Certificate Administrator after the delivery deadlines set forth in this Agreement, not resulting from its own negligence,
bad faith or willful misconduct.


 


(c)          Form 10-D
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.”
The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-D, to check “yes” for
each item unless the Certificate Administrator has received prior written notice (which may be furnished electronically) from the
Depositor that the answer should be “no” for an item which notice shall be delivered to the Certificate Administrator
no later than the day on which the Depositor provided its signature for such filing pursuant to Section 10.03(b) of
this Agreement.


 


Section 10.04      Form 10-K
Filings. (a)  Within 90 days after the end of each fiscal year of the Trust (it being understood that the
fiscal year of the Trust ends on December 31 of each year) or such earlier date as may be required by the Exchange Act
(the “10-K Filing Deadline”), commencing within 90 days after December 31, 2015, the Certificate
Administrator shall prepare and file on behalf of the Trust any Form 10-K then required by the Exchange Act, in form and
substance as then required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to
the extent they have been delivered to the Certificate Administrator (in the form required by this Agreement) within the
applicable time frames set forth in this Agreement:


 


(i)          an
annual compliance statement for each certifying Person and each Additional Servicer engaged by each certifying Person or the Special
Servicer, as described under Section 10.07; provided that the related signature pages may be delivered separately from
such compliance statement,


 


(ii)          (A)
the annual reports on assessment of compliance with Servicing Criteria for each Reporting Servicer, as described under Section 10.08,
and


 


(B)          if any
such report on assessment of compliance with Servicing Criteria described under Section 10.08 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if such report on assessment of compliance
with Servicing Criteria described under Section 10.08 is not included as an exhibit to such Form 10-K, disclosure
that such report is not included and an explanation why such report is not included,


 



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(iii)         (A)     the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 10.09,
and


 


(B)      if any
registered public accounting firm attestation report described under Section 10.09 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why
such report is not included, and


 


(iv)        a
certification in the form attached to this Agreement as Exhibit X, with such changes as may be necessary or appropriate
as a result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except
as described below, be signed by the senior officer of the Depositor in charge of securitization; provided that the related signature
pages may be delivered separately.


 


Any disclosure or information
in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the following paragraph, be (i) reported by the parties set forth on Exhibit V to this Agreement
to the Depositor and the Certificate Administrator and any Other Depositor and Other Exchange Act Reporting Party to which such
Additional Form 10-K Disclosure is relevant for Exchange Act Reporting purposes and (ii) approved by the Depositor and such
Other Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare
any Additional Form 10-K Disclosure, absent such reporting, direction and approval.


 


Not later than the end
of each fiscal year for which the Trust is required to file a Form 10-K, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage
Loan Sellers with written notice of the name and address of each Servicing Function Participant retained by such party, if any,
during such fiscal year. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the
Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective),
provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the
name and address of any new party to this Agreement.


 


For so long as the Trust
or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, no later than March 1, commencing
in March 2016, (i) the parties listed 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 Mortgage Loan Seller Sub-Servicer, 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 the Certificate Administrator, the Depositor and each Other Exchange Act Reporting Party and 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 (other than information required by Item 1117 of


 


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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 the Certificate Administrator, the Depositor, 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 V to this Agreement applicable to such party, (ii) the parties listed on
Exhibit V 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 S, 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 W to this Agreement,
and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional
Form 10-K Disclosure on Form 10-K. The Certificate Administrator has no duty under this Agreement to monitor or enforce
the performance by the parties listed on Exhibit V to this Agreement of their duties under this paragraph or proactively
solicit or procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible for
any reasonable fees assessed and expenses incurred by the Certificate Administrator in connection with including any Additional
Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


 


After preparing a Form 10-K,
the Certificate Administrator shall forward electronically a preliminary copy of the Form 10-K to the Depositor for review
no later than March 15 in the year immediately following the year as to which such Form 10-K relates, or, if March 15
is not a Business Day, on the immediately following Business Day. Within three (3) Business Days after receipt of such copy, the
Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes or approval
to such preliminary Form 10-K. The Certificate Administrator shall provide a complete Form 10-K to the Depositor for
review no later than March 21 in the year immediately following the year as to which such Form 10-K relates, or if March 21
is not a Business Day, on the immediately following Business Day. Within three (3) Business Days after receipt of such complete
Form 10-K, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of
any changes or approval to such complete Form 10-K. No later than 5:00 p.m. (New York City time) on the third Business Day
prior to the 10-K Filing Deadline, a senior officer of the Depositor shall sign the Form 10-K and return an electronic or
fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator.
Upon receipt of such signed Form 10-K (in electronic form or by fax copy), the Certificate Administrator shall deem such report
to be approved by the Depositor and shall proceed with filing such report with the Commission. If a Form 10-K cannot be filed
on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set
forth in Section 10.02(b). Promptly after filing with the Commission, the Certificate Administrator will make available
on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate
Administrator. The signing party at the Depositor can be contacted at GS Mortgage Securities Corporation II, 200 West Street, New
York, New York 10282, Attention: Leah Nivison, fax number: (212) 428-1439, email: leah.nivison@gs.com, with copies to: Peter Morreale,
fax number: (212) 902-3000, email: peter.morreale@gs.com and Joe Osborne, fax number: (212) 291-5318, email:


 



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joe.osborne@gs.com.
The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.04
related to the timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional
Servicer or Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines
in the performance of their duties under this Section 10.04. The Certificate Administrator shall have no liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or
timely file such Form 10-K, where such failure results because required disclosure information was either not delivered to
the Certificate Administrator or delivered to the Certificate Administrator after the delivery deadlines set forth in this Agreement,
not resulting from its own negligence, bad faith or willful misconduct.


 


(b)         Form 10-K
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.”
The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-K, to check “yes” for
each item unless the Certificate Administrator has received prior written notice (which may be furnished electronically) from the
Depositor that the answer should be “no” for an item which notice shall be delivered to the Certificate Administrator
no later than the day on which the Depositor provided its signature for such filing pursuant to Section 10.04(a) of
this Agreement.


 


Section 10.05      Sarbanes-Oxley
Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached to this
Agreement as Exhibit X required to be included therewith pursuant to the Sarbanes-Oxley Act. The Certificate
Administrator, the Master Servicer, the Special Servicer, the Custodian and the Operating Advisor shall provide (and
(i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, 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 the Person who signs the Sarbanes-Oxley Certification (the “Certifying
Person”) no later than March 15 in the year following the year as to which such Form 10-K relates or, if
March 15 is not a Business Day, on the immediately following Business Day, a certification in the form attached to this
Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3 and Exhibit Y-4, as
applicable, 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. With respect to each Non-Serviced Mortgage Loan serviced
under an Other Pooling and Servicing Agreement, upon request by the Depositor, the Certificate Administrator will use
commercially reasonable efforts to procure a Sarbanes-Oxley back-up certification similar in form and substance to the
applicable certification from the Other Master Servicer, the Other Special Servicer, the Other Paying Agent and the Other
Trustee. 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 10.05 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.


 


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Section 10.06     Form 8-K
Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such
event, a “Reportable Event”), and if requested by the Depositor, the Certificate Administrator shall
prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the
Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or
information related to a Reportable Event or that is otherwise required to be included on Form 8-K
(“Form 8-K Disclosure Information”) that is approved by the Depositor shall, pursuant to the
following paragraph, be reported by the applicable parties set forth on Exhibit Z to this Agreement to the
Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which such Form
8-K Disclosure Information is relevant for Exchange Act reporting purposes, and the Certificate Administrator will have no
duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or
any Form 8-K, absent such reporting, direction and approval.


 


For so long as the Trust
or 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 (1) Business Day after the occurrence of 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 Z to this Agreement shall be required to provide (and
(i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, 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 the Depositor, the Certificate Administrator and each Other Depositor and 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 the Depositor, the Certificate
Administrator, each such Other Depositor, each such Other Exchange Act Reporting Party and such providing parties any Form 8-K
Disclosure Information described on Exhibit Z to this Agreement as applicable to such party, if applicable (ii) the
parties listed on Exhibit Z 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 S, 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 W,
and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K
Disclosure Information on Form 8-K. 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. The Depositor will be responsible for any reasonable fees assessed
or expenses incurred by the Certificate Administrator in connection with including any Form 8-K Disclosure Information on
Form 8-K pursuant to this paragraph.


 


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After preparing the Form 8-K,
the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than
1:00 p.m. (New York City time) on the third Business Day after the Reportable Event (but in no event earlier than 24 hours after
having received approved Form 8-K Disclosure Information pursuant to the immediately preceding paragraph). Promptly, but no
later than the close of business on the third Business Day after the Reportable Event, the Depositor shall notify the Certificate
Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later
than noon on the fourth Business Day after the Reportable Event, a duly authorized representative of the Depositor shall sign the
Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow
by overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K
needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 10.02(b) of this
Agreement. Promptly after filing with the Commission, the Certificate Administrator will, make available on its internet website
a final executed copy of each Form 8-K, to the extent such Form 8-K has been prepared and filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at GS Mortgage Securities Corporation II, 200 West Street, New York, New York
10282, Attention: Leah Nivison, fax number: (212) 428-1439, email: leah.nivison@gs.com, with copies to: Peter Morreale, fax number:
(212) 902-3000, email: peter.morreale@gs.com and Joe Osborne, fax number: (212) 291-5318, email: joe.osborne@gs.com. The parties
to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.06
related to the timely preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines
in the performance of their duties under this Section 10.06. The Certificate Administrator shall have no liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such
Form 8-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely
basis, any information from the parties to this Agreement needed to prepare, arrange for execution or file such Form 8-K,
not resulting from its own negligence, bad faith or willful misconduct.


 


In the case of a Form
8-K that is filed by or on behalf of the Trust as a result of the termination, removal, resignation or any other replacement of
the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this Agreement, the proposed successor
Master Servicer, Special Servicer, Trustee or Certificate Administrator, as applicable, shall, as a condition to such succession
and at the reasonable expense of the same party or parties required to pay the costs and expenses relating to such termination,
removal, resignation or other replacement pursuant to this Agreement, provide to the Certificate Administrator and the Depositor
on or before the date of such proposed succession the following: (i) any information (including, but not limited to, disclosure
information) required for the Trust to comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02
of Form 8-K and (ii) such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect to such information
that are substantially similar to those delivered by the initial Master 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
Prospectus Supplement and/or any other disclosure materials relating to this Trust.


 


Section 10.07Annual
Compliance Statements. The Master Servicer, the Special Servicer, the Custodian and the Certificate Administrator shall
furnish (and the Master


 



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Servicer, the Special Servicer, the Custodian and the Certificate Administrator (i) with respect
to any Additional Servicer of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable
efforts to cause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer of such
party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) (each such Additional
Servicer and each of the Master Servicer, the Special Servicer and the Certificate Administrator, a “Certifying
Servicer”) to the Certificate Administrator, the Serviced Companion Loan Holders (or, in the case of a Serviced
Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting
Party), the Operating Advisor (only in the case of an Officer’s Certificate furnished by the Special Servicer and after
the occurrence and during the continuance of a Control Termination Event) and the Depositor on or before March 15 of
each year, commencing in March 2016, 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 or primary servicing
agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the
best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its
obligations under this Agreement, or the applicable Sub-Servicing Agreement or primary servicing agreement in the case of an
Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and
status thereof. The Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall
cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially
reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to the
occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, subject to Section 11.13
of this Agreement, each Rating Agency. 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 Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a
servicing relationship with respect to the Mortgage Loans or the Companion Loans 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 Certifying Servicer that serviced a Mortgage Loan or
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. With respect to any reporting period, if any party required to
provide an Officer’s Certificate pursuant to this Section is the same entity as any other party required to provide
such an Officer’s Certificate, then such parties may satisfy their obligations under this Section by providing a single
Officer’s Certificate with respect to such reporting period that otherwise complies with the requirements under this
Section.


 


With respect to any Non-Serviced
Mortgage Loan serviced under the applicable Other Pooling and Servicing Agreement, the Certificate Administrator shall request,
and upon receipt deliver to the Depositor, from an Other Master Servicer, Other Special Servicer, Other


 


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Trustee, Other Paying Agent
or Other Certificate Administrator an Officer’s Certificate in form and substance similar to the Officer’s Certificate
described in this Section or such other form as is set forth in the applicable Other Pooling and Servicing Agreement. The Certificate
Administrator shall notify the Depositor if such Officer’s Certificate has been requested from an Other Master Servicer,
Other Special Servicer, Other Trustee, Other Paying Agent or Other Certificate Administrator but has not been delivered within
3 Business Days.


 


With respect to the Hyatt
Place Texas Portfolio Whole Loan, from and after the Hyatt Place Texas Portfolio Companion Loan Securitization Date, in the event
of a proposed replacement of the related Other Special Servicer, the Certificate Administrator shall use commercially reasonable
efforts to prepare and file on behalf of the Trust a Form 8-K relating to such replacement that complies with the Exchange Act
on the same day that a Form 8-K relating to such replacement is filed on behalf of the related Other Securitization Trust; provided
that the Depositor and a Responsible Officer of the Certificate Administrator has received notice of such proposed replacement
(including any disclosure or other information required to be included in such Form 8-K as well as the requirement and timing for
filing such 8-K) at least 5 Business Days prior to such filing date.


 


Section 10.08   Annual
Reports on Assessment of Compliance with Servicing Criteria.


 


(a)         On or before March 15
of each year commencing in March 2016, the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator
and the Operating Advisor, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with
respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, 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 Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and any Servicing
Function Participant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee,
the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust,
the applicable Other Depositor and Other Exchange Act Reporting Party), the Custodian, the Operating Advisor (only in the case
of a report furnished by the Special Servicer and after the occurrence and during the continuance of a Control Termination Event)
and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement
by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement
that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such
Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end
of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 10.04 of this Agreement,
including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each
such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an
attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for
such period. Copies of all compliance reports delivered pursuant


 


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to this Section 10.08 shall be provided to any Certificateholder,
upon the written request thereof, 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 Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O
to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor
and each Other Depositor may review each such report and, if applicable, consult with each Reporting Servicer as to the nature
of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall
confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O
to this Agreement and notify the Depositor of any exceptions.


 


(b)         On the Closing
Date, the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Operating Advisor each acknowledge
and agree that Exhibit O to this Agreement sets forth the Relevant Servicing Criteria for such party.


 


(c)         No later than
the end of each fiscal year for the Trust, the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator
and the Operating Advisor 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, and the Certificate Administrator shall
notify the Depositor and each Other Depositor as to the name of each Servicing Function Participant utilized by it, during such
fiscal year, 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 Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor and any Servicing Function Participant submit their assessments pursuant to Section 10.08(a)
of this Agreement, such parties will also at such time include the assessment (and related attestation pursuant to Section 10.09
of this Agreement) 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
Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator or the Operating Advisor 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 Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) any Servicing Function
Participant of such party to provide (and the Master 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 (or, in the case of each Servicing Function Participant that is a Mortgage Loan Seller Sub-Servicer,
shall use commercially reasonable efforts to cause such Servicing Function Participant) to provide) an annual assessment of compliance
pursuant to this Section 10.08, coupled with an attestation as required in Section 10.09 of this Agreement
with respect to the period of time that the Master Servicer or the Special Servicer was subject to this Agreement or the period
of time that the applicable Servicing Function Participant was subject to such other servicing agreement.


 


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With respect to any Non-Serviced
Mortgage Loan serviced under the applicable Other Pooling and Servicing Agreement, the Certificate Administrator shall request,
and upon receipt deliver to the Depositor, an annual report on assessment of compliance as described in this Section and an attestation
as described in Section 10.09 from an Other Master Servicer, Other Special Servicer, Other Trustee, Other Paying Agent
or Other Certificate Administrator and in form and substance similar to the annual report on assessment of compliance described
in this Section 10.08 and the attestation described in Section 10.09. The Certificate Administrator shall
notify the Depositor if such annual report on assessment of compliance has been requested from an Other Master Servicer, Other
Special Servicer, Other Trustee, Other Paying Agent or Other Certificate Administrator but has not been delivered within 3 Business
Days.


 


(e)          With respect to
any reporting period, if any party required to provide an assessment of compliance pursuant to this Section is the same entity
as any other party required to provide such an assessment of compliance, then such parties may satisfy their obligations under
this Section by providing a single assessment of compliance with respect to such reporting period that otherwise complies with
the requirements under this Section.


 


Section 10.09   Annual
Independent Public Accountants’ Servicing Report. On or before March 15 of each year, commencing in
March 2016, the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Operating
Advisor, each at its own expense, shall cause (and each of the preceding parties, as applicable, (i) with respect to any
Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable
efforts to cause such Servicing Function Participant to cause, 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 cause)
a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer, the
Certificate Administrator, the Custodian, the Operating Advisor or the applicable Servicing Function Participant, as the case
may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Certificate
Administrator, 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), the Custodian, the Operating Advisor (only in the
case of a report furnished on behalf of the Special Servicer and after the occurrence and during the continuance of a Control
Termination Event) and the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the
Controlling Class Representative and, subject to Section 11.13 of this Agreement, each Rating Agency, to the
effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting
Servicer, which includes an assertion that such Reporting Servicer has complied with the Relevant Servicing Criteria 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 compliance with the Relevant 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
Relevant 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 opinion. Each such related accountant’s attestation
report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the
Exchange Act. Such


 


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report must be available for general use and not contain restricted use language. Copies of such statement
will be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator.


 


Promptly after receipt
of such report from the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor
or any Servicing Function Participant, (i) the Depositor and each Other Depositor may review the report and, if applicable,
consult with the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator or the Operating Advisor as
to the nature of any defaults by the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating
Advisor or any Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage
Loans or the Companion Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s, the Custodian’s, the Operating Advisor’s or the applicable Servicing Function
Participants’ obligations hereunder or under the applicable sub servicing or primary servicing agreement, and (ii) the
Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to this Section relates
to an assessment of compliance meeting the requirements of Section 10.08 of this Agreement and notify the Depositor
of any exceptions.


 


With respect to any reporting
period, if any party required to provide a report pursuant to this Section is the same entity as any other party required to provide
such a report, then such parties may satisfy their obligations under this Section by providing a single report with respect to
such reporting period that otherwise complies with the requirements under this Section.


 


Section 10.10   Significant
Obligors.


 


It is hereby acknowledged
that the Mortgaged Property related to the Illinois Center Mortgage Loan is a Significant Obligor, and, accordingly, Item 6 of
Form 10-D and Item 1112(b)(1) of Form 10-K provide for the inclusion of updated net operating income from such Mortgaged Property,
as required by Item 1112(b)(1) of Regulation AB, (i) on each Form 10-D to be filed by the Trust (on a quarterly basis) on or before
the related Significant Obligor NOI Quarterly Filing Deadline or (ii) on each Form 10-K filed by the Trust, as applicable. The
parties hereto acknowledge that the dates on which financial statements are required to be delivered to the related lender under
the related Mortgage Loan documents is thirty (30) days following the end of each fiscal quarter of the related Mortgagor or seventy-five
(75) days following the end of each fiscal year of the related Mortgagor, as applicable, as set forth in Section 11.1 of the related
loan agreement.


 


With respect to the Significant
Obligor, solely to the extent that the Master Servicer is in receipt of the updated financial statements of the Significant Obligor
for any calendar quarter (other than the fourth calendar quarter of any calendar year) from the Mortgagor or the Special Servicer,
as applicable, beginning for the calendar quarter ending March 31, 2016, or the updated financial statements of the Significant
Obligor for any calendar year, beginning for the calendar year ending December 31, 2015, as applicable, the Master Servicer shall
deliver to the Certificate Administrator, 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


 


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to the related Significant Obligor NOI Yearly Filing Deadline,
as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant Obligor NOI Yearly
Filing Deadline, as applicable, such financial statements of the Significant Obligor, together with the net operating income of
such Significant Obligor for the applicable period as calculated by the Master Servicer in accordance with CREFC® guidelines
and (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 the Significant Obligor, together with the net operating income of such Significant
Obligor for the applicable period as reported by the related Mortgagor in such financial statements.


 


If the Master Servicer
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 any Significant Obligor with respect to the Trust by the date on which such financial information is required to
be delivered under the related Loan Documents, the Master Servicer (i) shall use efforts consistent with the Servicing Standard
(taking into account, in addition, the ongoing reporting obligations of the Depositor under the Exchange Act) to obtain the periodic
financial statements of the related Mortgagor under the related Loan Documents, (ii) 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 related Mortgagor to obtain the required financial information, and (iii) if unsuccessful, shall, no later than
five (5) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or the related Significant Obligor
NOI Yearly Filing Deadline, as applicable, forward an Officer’s Certificate evidencing its attempts to obtain this information
to the Certificate Administrator and the Depositor.


 


If the Certificate Administrator
has not received 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, it shall include the following statement with respect to Item 6 on the related Form 10-D with respect to the Trust
or Item 1112(b)(1) on the related Form 10-K with respect to the Trust: “The information required for this [Item 6] [Item
1112(b)(1)] rests with a person or entity which is not affiliated with the registrant. Oral and written requests have been made
on behalf of the registrant, to the extent required under the related pooling and servicing agreement, to obtain the information
required for this [Item 6] [Item 1112(b)(1)], and the registrant has been unable to obtain such information to include on this
[Form 10-D] [Form 10-K] by the related filing deadline. The information is therefore being omitted herefrom in reliance on Rule
12b-21 under the Securities Exchange Act of 1934, as amended” or such other statement as directed by the Depositor. Upon
receipt of any financial information that has been previously omitted from any Form 10-D or Form 10-K with respect to the Trust
because such information was received by the Certificate Administrator after the related filing deadline, the Certificate Administrator
shall include such previously omitted financial information in the (i) next Form 10-D to be filed with respect to the Trust if
such information is received by the Certificate Administrator at least two (2) Business Days prior to the filing deadline of such
Form 10-D or (ii) the second succeeding Form 10-D to be filed with respect to the Trust if the Certificate Administrator does not
receive such information prior to the date set forth in clause (i) above.


 



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With respect to any Mortgaged
Property that secures a Serviced Companion Loan that the Other Depositor has notified the Master Servicer in writing is a “significant
obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization Trust that includes
such Serviced Companion Loan and of the Relevant Distribution Date under the Other Pooling and Servicing Agreement, solely to the
extent that the Master Servicer is in receipt of the updated financial statements of such “significant obligor” for
any calendar quarter (other than the fourth calendar quarter of any calendar year) from the related Mortgagor or Special Servicer,
as applicable, beginning with the first calendar quarter following receipt of such notice from the Other Depositor, or the updated
financial statements of such “significant obligor” for any calendar year, beginning for the calendar year following
such notice from the Other Depositor, as applicable, the Master Servicer shall deliver to the Other Depositor and Other Trustee,
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 Master Servicer in accordance with CREFC® guidelines and (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 Mortgagor in such financial statement.


 


If the Master 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” by the date such financial information is required to be delivered under
the related Loan Documents, the Master Servicer shall notify the Other Depositor with respect 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 Master Servicer shall use efforts consistent with the Servicing
Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to
obtain the periodic financial statements of the related Mortgagor under the related Loan Documents.


 


The Master 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 Mortgagor related to such “significant obligor” 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 under
the related Other Pooling and Servicing


 


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Agreement at its corporate trust office, as specified in the related Other Pooling and
Servicing Agreement.


 


Section 10.11     Indemnification.
Each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall indemnify and hold
harmless each Certification Party, the Depositor, each Other Depositor and any employee, manager, member, agent, 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 Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee,
as the case may be, of its obligations under this Article X, (ii) negligence, bad faith or willful
misconduct on the part of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as
applicable, in the performance of such obligations, or (iii) any Deficient Exchange Act Deliverable regarding, and delivered
by or on behalf of, such party, and will reimburse such indemnified party for any reasonable out-of-pocket legal or other
expenses incurred by such indemnified party in connection with investigating or defending any such action or claim.


 


The Master Servicer,
the Special Servicer and the Certificate Administrator shall cause each Servicing Function Participant of such party that is not
a Mortgage Loan Seller Sub-Servicer (and with respect to any Servicing Function Participant of such party that is a Mortgage Loan
Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant) to indemnify and hold
harmless each Certification Party, the Depositor, each Other Depositor and any employee, manager, member, agent, 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 or primary servicing agreement or (ii) negligence,
bad faith or willful misconduct its part in the performance of such obligations, (iii) any failure by such Servicer (as defined
in Section 10.01(b)) to identify a Servicing Function Participant pursuant to Section 10.01(c), or (iv) any
Deficient Exchange Act Deliverable regarding, and delivered by or on behalf of, such party, and will reimburse such indemnified
party for any reasonable out-of-pocket legal or other expenses incurred by such indemnified party in connection with investigating
or defending any such action or claim.


 


If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, the Depositor, any Other Depositor,
or any employee, manager, member, agent, director or officer of the Depositor or any Other Depositor, then the Master 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 such Performing Party on the other in connection with a breach of such Performing
Party’s obligations pursuant to Section 10.05, Section 10.07, Section 10.08 or Section 10.09
(or breach of its obligations under the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance
statements or annual


 


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servicing criteria compliance reports or attestation reports) or the Performing Party’s negligence,
bad faith or willful misconduct in connection therewith. The Master Servicer, the Special Servicer and the Certificate Administrator
shall cause each Servicing Function Participant of such party that is not a Mortgage Loan Seller Sub-Servicer (and with respect
to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable
efforts to cause such Servicing Function Participant) to agree to the foregoing indemnification and contribution obligations. This
Section 10.11 shall survive the termination of this Agreement or the earlier resignation or removal of the Master Servicer,
the Special Servicer or the Certificate Administrator.


 


In addition, each of
the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee
shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under the
applicable Sub-Servicing Agreement) with the Depositor or Other Depositor, as applicable, as necessary for the Depositor or Other
Depositor, as applicable, to conduct any reasonable due diligence necessary to evaluate and assess any material instances of non-compliance
disclosed in any of the deliverables required by the applicable reporting requirements under the Securities Act, the Exchange Act,
the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).


 


In connection with comments
provided to the Depositor or any Other Depositor from the Commission regarding information (x) delivered by the Master Servicer,
the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator, the Trustee, a Servicing Function Participant
or an Additional Servicer, as applicable (“Affected Reporting Party”), (y) regarding such Affected Reporting
Party, and (z) prepared by such Affected Reporting Party or any registered public accounting firm, attorney or other agent retained
by such party to prepare such information, which information is contained in a report filed by the Depositor or Other Depositor
under the Reporting Requirements and which comments are received subsequent to the Depositor’s or Other Depositor’s filing
of such report, the Depositor or Other Depositor shall promptly provide to such Affected Reporting Party any such comments which
relate to such Affected Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing a written response
to the Commission for inclusion in the Depositor’s or Other Depositor’s response to the Commission, unless such Affected
Reporting Party elects, with the consent of the Depositor or Other Depositor, as applicable (which consent shall not be unreasonably
denied, withheld or delayed), to directly communicate with the Commission and negotiate a response and/or resolution with the Commission;
provided, if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained by the Master Servicer,
the Master Servicer shall receive copies of all material communications pursuant to this paragraph. If such election is made, the
applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution with the Commission
in a timely manner; provided, that (i) such Affected Reporting Party shall use reasonable efforts to keep the Depositor or Other
Depositor informed of its progress with the Commission and copy the Depositor or Other Depositor on all correspondence with the
Commission and provide the Depositor or Other Depositor with the opportunity to participate (at the Depositor’s or Other
Depositor’s expense) in any telephone conferences and meetings with the Commission and (ii) the Depositor or Other Depositor
shall cooperate with any Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives to


 


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respond to and negotiate directly with the Commission with respect to any comments from the Commission relating to such Affected
Reporting Party and to notify the Commission of such authorization. The Depositor (or Other Depositor) and the Affected Reporting
Party shall cooperate and coordinate with one another with respect to any requests made to the Commission for extension of time
for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor or
any Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor or Other Depositor, as the
case may be) in connection with the foregoing (other than those costs and expenses required to be at the Depositor’s or Other
Depositor’s expense as set forth above) and any amendments to any reports filed with the Commission related thereto shall
be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor or Other Depositor,
as the case may be. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator
and the Trustee shall use commercially reasonable efforts to cause any Servicing Function Participant or Additional Servicer retained
by it to comply with the foregoing by inclusion of similar provisions (or by inclusion of a reference to, and an obligation to
comply with, this paragraph) in the related sub-servicing or similar agreement.


 


Section 10.12   Amendments.
This Article X may be amended by the parties hereto pursuant to Section 11.07 of this Agreement for purposes
of complying with Regulation AB, the Securities Act or the Exchange Act and/or to conform to standards developed within the commercial
mortgage-backed securities market and the Sarbanes-Oxley Act or for purposes of designating the Certifying Person 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 10.13   Regulation
AB Notices. With respect to any notice required to be delivered by the Certificate Administrator to the Depositor pursuant
to this Article X, the Certificate Administrator may deliver such notice, notwithstanding any contrary provision in
this Agreement, via fax to GS Mortgage Securities Corporation II, 200 West Street, New York, New York 10282, Attention: Leah Nivison,
fax number: (212) 428-1439, email: leah.nivison@gs.com, with copies to: Peter Morreale, fax number: (212) 902-3000, email: peter.morreale@gs.com
and Joe Osborne, fax number: (212) 291-5318, email: joe.osborne@gs.com.


 


Section 10.14   Termination
of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement, the Depositor may
terminate the Certificate Administrator upon five (5) Business Days’ notice if the Certificate Administrator fails to comply
with any of its obligations under this Article X; provided that (a) such termination shall not be effective
until a successor Certificate Administrator shall have accepted the appointment, (b) the Certificate Administrator may not
be terminated if (i) it cannot perform its obligations due to its failure to properly prepare or file on a timely basis any
Form 8-K, Form 10-K or Form 10-D or any amendments to such forms or any Form 12b-25 where such failure results
from the Certificate Administrator’s inability or failure to receive, within the exact time frames set forth in this Agreement
any information, approval, direction or signature from any other party hereto needed to prepare, arrange for execution or file
any such Form 8-K, Form 10-K or Form 10-D or any amendments to such forms or any Form 12b-25 not resulting
from its own


 


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negligence, bad faith or willful misconduct, or (ii) following the Certificate Administrator’s failure
to comply with any of such obligations under this Article X on or prior to the dates by which such obligations are
to be performed pursuant to, and as set forth in, such Sections, the Certificate Administrator subsequently complies with such
obligations before the Depositor gives written notice to it that it is terminated in accordance with this Section 10.14
and (c) the Certificate Administrator may not be terminated if the Certificate Administrator’s failure to comply
does not cause it to fail in its obligations to timely file the related Form 8-K, Form 10-D or Form 10-K, as the
case may be, by the related deadline for filing such Form 8-K, Form 10-D or Form 10-K, then the Depositor shall
cease to have the right to terminate the Certificate Administrator under this Section 10.14 on the date on which such
Form 8-K, Form 10-D or Form 10-K is so filed.


 


Section 10.15  Termination
of the Master Servicer or the Special Servicer. Notwithstanding anything to the contrary contained in this Agreement, the
Depositor may terminate the Master Servicer or the Special Servicer upon five (5) Business Days’ notice if the Master Servicer
or the Special Servicer, as applicable, fails to comply with any of its respective obligations under this Article X;
provided that such termination shall not be effective until a successor master servicer or special servicer, as applicable,
shall have accepted the appointment.


 


Section 10.16  Termination
of Sub-Servicing Agreements. For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, each of the Master Servicer, the Special 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 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 deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver under Regulation AB or
as otherwise contemplated by this Article X and (ii) promptly notify the 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 X. The 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 to terminate a Sub-Servicing
Agreement as aforesaid shall not limit any right Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee,
as applicable, may have to terminate such Sub-Servicing Agreement.


 


Section 10.17  Notification
Requirements and Deliveries in Connection with Securitization of a Companion Loan.


 


(a)         Any other provision
of this Article X to the contrary notwithstanding, including, without limitation, any deadlines for delivery set forth in
this Article X, in connection with the requirements contained in this Article X 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 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
(or, in each case, such shorter period as required for such Other Depositor or Other


 


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 Exchange Act Reporting Party to comply with related filing
obligations, provided that (i) such Other Depositor or Other Exchange Act Reporting Party, as applicable, has provided written
notice as soon as reasonably practicable and, concurrently with such written notice, obtain verbal confirmation of receipt of such
written notice, in each case, in accordance with Section 11.04 of this Agreement and (ii) such period shall not
be less than 3 Business Days) (which shall only be required to be delivered once), setting forth the contact information for such
Person(s) and, except as regards the deliveries and cooperation contemplated by Section 10.07, Section 10.08
and Section 10.09 of this Agreement, (i) 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; provided further,
that this notice requirement does not apply to any Companion Loan that is included in any Other Securitization as of the Closing
Date. Any reasonable cost and expense of the Master Servicer, Special Servicer, Operating Advisor, Custodian, 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 X 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 X in connection therewith and (i) upon such confirmation, the parties shall
comply with the deadlines for delivery set forth in this Article X 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 10.07, Section 10.08
and Section 10.09 of this Agreement. Such confirmation shall be 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 Master
Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request given in accordance
with the terms of Section 10.17(a) above, shall timely provide (to the extent the reasonable cost thereof is paid or
caused to be paid by the related Mortgage Loan Seller and subject to a right of the Master Servicer, Special Servicer, the Certificate
Administrator or Trustee, as the case may be, to review and approve such disclosure materials), to a holder of a related Companion
Loan, such party’s description contained in the Prospectus Supplement (updated as appropriate by the Master Servicer, the
Special Servicer, Certificate Administrator or Trustee, as applicable, at the reasonable cost of the related Mortgage Loan Seller)
for inclusion in the disclosure materials relating to any securitization of a Companion Loan.


 



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(c)          The Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request given in accordance
with the terms of Section 10.17(a) above, shall each timely provide (to the extent the reasonable cost thereof is paid
or caused to be paid by the related Mortgage Loan Seller) 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 10.17(b) with respect to such party, substantially identical
to those, if any, delivered by the Master 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 Prospectus Supplement
and/or any other disclosure materials relating to this Trust (updated as deemed appropriate by the Master Servicer, the Special
Servicer, the Trustee or the Certificate Administrator, or their respective legal counsel, as the case may be). None of the Master
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.


 


(d)         Each of the Master
Servicer, the Special Servicer, the Trustee and the Certificate Administrator, upon reasonable prior written request given in accordance
with the terms of Section 10.17(a) above, shall provide (to the extent the reasonable cost thereof is paid or caused
to be paid by the applicable party set forth below in the second or third paragraph, as applicable, of this Section 10.17(d))
to the Other Depositor and the Other Trustee under the Other Pooling and Servicing Agreement related to any Other Securitization
Trust the following: (i) any information (including, but not limited to, disclosure information) required for such Other Securitization
Trust to comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02 of Form 8-K and (ii) such opinion(s)
of counsel, certifications and/or indemnification agreement(s) with respect to such information that are substantially similar
to those delivered by the Master 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 Prospectus Supplement and/or any
other disclosure materials relating to this Trust.


 


In the case of a Form
8-K that is filed by or on behalf of an Other Securitization in connection with the closing of this Series 2015-GC34 securitization
transaction, the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided
by or on behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be,
pursuant to this Section 10.17(d) shall be paid or caused to be paid by the applicable Mortgage Loan Seller that transferred
the related Serviced Companion Loan to the related Other Depositor for inclusion in such Other Securitization.


 


In the case of a Form
8-K that is filed by or on behalf of an Other Securitization as a result of the termination, removal, resignation or any other
replacement of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this Agreement, the
reasonable cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided by or on behalf
of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, pursuant to this
Section 10.17(d) shall be paid or caused to be paid by the same party or parties required to pay the costs and


 


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expenses
relating to such termination, removal, resignation or other replacement pursuant to this Agreement.


 


Section 10.18     Termination
of Exchange Act Filings with Respect to the Trust. On or prior to January 30th of the first year in which the Depositor shall
provide notice to the Certificate Administrator of its ability under applicable law, to suspend its Exchange Act filings with
respect to the Trust, the Certificate Administrator shall prepare and file a Form 15 Suspension Notification relating to the automatic
suspension of reporting in respect of the Trust under the Exchange Act or any other form necessary to be filed with the Commission
to suspend such reporting obligations. With respect to any reporting period occurring after the filing of such form, the obligations
of the parties to this Agreement under Section 10.03, Section 10.04, Section 10.05, Section 10.06
and Section 10.07, solely insofar as they relate to the Trust, shall be suspended. The Certificate Administrator shall
provide prompt notice to the Mortgage Loan Sellers and all other parties hereto that such form has been filed. If, after the filing
of a Form 15 Suspension Notification or other applicable form, the Depositor shall provide notice to the Certificate Administrator
that it is required to resume its Exchange Act filings with respect to the Trust, the Certificate Administrator shall recommence
preparing and filing reports on Forms 10-K, 10-D and 8-K with respect to the Trust as required pursuant to Section 10.03,
Section 10.04, Section 10.05, Section 10.06 and Section 10.07, and all parties’ obligations
under this Article X shall recommence.


 


Article XI



MISCELLANEOUS PROVISIONS


 


Section 11.01     Counterparts.
This Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a
signature page of this Agreement in Portable Document Format (PDF) or by fax transmission shall be as effective as delivery of
a manually executed original counterpart of this Agreement.


 


Section 11.02     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 representatives or heirs to claim an accounting or to take
any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations
and liabilities of the parties hereto or any of them.


 


No
Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control
the operation and management of the Trust 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 Certificateholder be under any liability to any third person by reason of any action
taken by the parties to this Agreement pursuant to any provision hereof.


 






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No
Certificateholder shall have any right to institute any suit, action or proceeding in equity or at law upon or under or with respect
to this Agreement or with respect to the Certificates, any Mortgage Loan or Serviced Whole Loan, unless such Holder previously
shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless
also the Holders of at least 25% of the Voting Rights of any Class of Certificates affected thereby (considering each of
the Class A-S, Class B and Class C Certificates together with the Class PEZ Component of the same alphabetical
designation as a single “Class” for such purpose) shall have made written request upon the Trustee (with a copy to
the Certificate Administrator) 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 is understood and intended, and expressly covenanted
by each Certificateholder with every other Certificateholder and the Trustee on behalf of the Trust, that no one or more Holders
of Certificates of any Class shall have any right in any manner whatever by virtue of any provision of this Agreement or
the Certificates to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or
seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement or the Certificates,
except in the manner herein or therein provided and for the equal, ratable and common benefit of all Holders of Certificates of
such Class. For the protection and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee
on behalf of the Trust shall be entitled to such relief as can be given either at law or in equity.


 


Section 11.03     Governing
Law. 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.


 


Section 11.04     Notices.
Unless otherwise specifically provided in this Agreement, any communications provided for or permitted hereunder shall be in writing
and, unless otherwise expressly provided herein, shall be deemed to have been duly given if personally delivered at or mailed
by registered mail, postage prepaid (except for notices to the Trustee or the Certificate Administrator which shall be deemed
to have been duly given only when received) or only with respect to any addressee of any party to which an electronic email address
is set forth below, sent by electronic mail containing language requesting the recipient to confirm receipt thereof, to: (i) in
the case of the Depositor, GS Mortgage Securities Corporation II, 200 West Street, New York, New York 10282, Attention: Leah Nivison,
fax number: (212) 428-1439, email: leah.nivison@gs.com, with copies to: Peter Morreale, fax number: (212) 902-3000, email: peter.morreale@gs.com
and Joe Osborne, fax number: (212) 291-5318, email: joe.osborne@gs.com, and with respect to e-mail pursuant to Section 11.06
and Section 11.13 of this Agreement, at gs-cmbs17g5surveillance@gs.com; (ii) in the case of an Authorized


 






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Representative
of the Depositor, the email address listed on Exhibit Q to this Agreement, and with respect to any successor authorized
representative, the email address identified by the Depositor in a writing delivered to the Master Servicer, the Special Servicer,
the Custodian, the Operating Advisor, the Certificate Administrator and the Trustee; (iii) in the case of the Master Servicer, Wells
Fargo Bank, National Association, Commercial Mortgage Servicing, MAC D1086, 550 South Tryon Street, 14th Floor, Charlotte, North
Carolina 28202, Attention: GSMS 2015-GC34 Asset Manager, fax number: (704) 715-0036, with a copy to Wells Fargo Bank, National
Association, Legal Department, 301 South College Street, TW-30, D1053-300, Charlotte, North Carolina 28202-6000, Attention: Commercial
Mortgage Servicing Legal Support, fax number: (704) 383-3663, with a copy to K&L Gates LLP, Hearst Tower, 214 North Tryon
Street, Charlotte, North Carolina 28202, Attention: Stacy G. Ackermann, fax number: (704) 353-3190, and with respect to e-mail
pursuant to Section 11.06 and Section 11.13 of this Agreement, at RAInvRequest@wellsfargo.com and with respect to
notices and emails relating to Section 4.02 of this Agreement, at REAM_InvestorRelations@wellsfargo.com; (iv) in
the case of the Certificate Administrator for certificate transfer purposes, U.S. Bank National Association, 111 Fillmore Avenue,
St. Paul, Minnesota 55107, Attention: Bondholder Services GSMS 2015-GC34, fax number: (866) 807-8670, and with respect to email
pursuant to Section 11.06 and Section 11.13 of this Agreement, at cmbs.transactions@usbank.com, and with
respect to any notice or delivery of information under Article XI of this Agreement, by facsimile to (866) 807-8670 by
email to cmbs.transactions@usbank.com and for other purposes, 190 South LaSalle Street, 7th Floor, Mail Code: MK-IL-SLC7, Chicago,
Illinois 60603, Attention: Bondholder Services - GSMS 2015-GC34; (v)  in the case of the Special Servicer, Midland Loan Services,
a Division of PNC Bank, National Association, 10851 Mastin Street, Overland Park, Kansas 66210, Attention: Executive Vice President
– Division Head, fax number: (913) 253-9001 with a copy to Stinson Leonard Street LLP, 1201 Walnut Street, Suite 2900, Kansas
City, Missouri 64106-2150, fax number: (816) 412-9338, Attention: Kenda K. Tomes, email: kenda.tomes@stinsonleonard.com, and with
respect to e-mail pursuant to Section 11.06 and Section 11.13 of this Agreement, at NoticeAdmin@midlandls.com (with
a copy to AskMidland@midlandls.com) and for all other notices, at NoticeAdmin@midlandls.com; (vi) in the case of the Trustee, U.S.
Bank National Association, 190 South LaSalle Street, 7th Floor, Mail Code: MK-IL-SLC7, Chicago, Illinois 60603, Attention: Bondholder
Services - GSMS 2015-GC34, fax number: (866) 807-8670, and with respect to email pursuant to Section 11.06 and Section 11.13
of this Agreement, at cmbs.transactions@usbank.com, and with respect to any notice or delivery of information under Article
X of this Agreement, by fax to (866) 807-8670 and by email to cmbs.transactions@usbank.com; (vii) in the case of the Operating
Advisor, Pentalpha Surveillance LLC, 375 N. French Road, Suite 100, Amherst, New York 14228, Attention: Don Simon, Chief Operating
Officer, with copies sent contemporaneously via e-mail to don.simon@pentalphasurveillance.com and notices@pentalphasurveillance.com,
with a copy to Bass, Berry & Sims PLC, 150 Third Avenue South, Nashville, Tennessee 37201, Attention: Jay H. Knight, email:
jknight@bassberry.com; (viii) in the case of the Rating Agencies: (a) Moody’s Investors Service, Inc., 7 World Trade Center,
New York, New York 10007, Attention: Commercial Mortgage Surveillance Group, fax number: (212) 553-0300, (b) Kroll Bond Rating
Agency, Inc., 845 Third Avenue, 4th Floor, New York, New York 10022, Attention: CMBS Surveillance, fax number: (646) 731-2395,
and (c) Fitch Ratings, Inc., 33 Whitehall Street, New York, New York 10004, Attention: US CMBS Surveillance, fax number: (212)
635-0295, email: cmbs.surveillance@fitchratings.com; (ix) in the case of the Mortgage


 






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Loan
Sellers, (a) Goldman Sachs Mortgage Company, 200 West Street, New York, New York 10282, Attention: Leah Nivison, fax
number: (212) 428-1439, email: leah.nivison@gs.com, with copies to: Peter Morreale, fax number: (212) 902-3000, email: peter.morreale@gs.com
and Joe Osborne, fax number: (212) 291-5318, email: joe.osborne@gs.com, (b) Citigroup Global Markets Realty Corp., 390 Greenwich
Street, 5th Floor, New York, New York 10013, to the attention of Paul Vanderslice, fax number (212) 723-8599, and 388 Greenwich
Street, 19th Floor, New York, New York 10013, to the attention of Richard Simpson, fax number (646) 328-2943, with copies
by electronic mail to Richard Simpson at richard.simpson@citi.com, Ryan M. O’Connor at ryan.m.oconnor@citi.com and, in the
case of each 15Ga-1 Notice, cmbs.notice@citi.com, (c) MC-Five Mile Commercial Mortgage Finance LLC, 1330 Avenue of the Americas,
New York, New York 10019, Attention: Matthew Philip, Managing Director, fax number: (212) 315-9857; (d) Starwood Mortgage
Funding I LLC, 1601 Washington Ave., Suite 800, Miami Beach, Florida 33139, Attention: Leslie K. Fairbanks, Executive Vice President,
fax number: (305) 695-5449, email: lfairbanks@starwood.com, with a copy to: LNR Property LLC, 1601 Washington Ave., Suite 800,
Miami Beach, Florida 33139, Attention: Vincent Kallaher, Senior Vice President, fax number: (305) 695-5449, with a copy to: LNR
Property LLC, 1601 Washington Ave., Suite 800, Miami Beach, Florida 33139, Attention: General Counsel, fax number: (305) 695-5449,
and with respect to certifications pursuant to Section 2.02(b) of this Agreement, with a copy to: Anderson McCoy &
Orta, 100 N. Broadway, 26th Floor, Oklahoma City, Oklahoma 73102, Attention: Vanessa Orta, email: vorta@amopc.com,
with a copy to Marcia Moore-Allen, fax number: (405) 236-1448, email: mmoore-allen@amopc.com; and (e) Cantor Commercial Real Estate
Lending, L.P., 110 East 59th Street, New York, New York 10022, Attention: Anthony Orso, with a copy to: Cantor Commercial
Real Estate Lending, L.P., 110 East 59th Street, New York, New York 10022, Attention: Legal Department, email: legal@ccre.com;
(x) in the case of the Underwriters and the Initial Purchasers, (a) Goldman, Sachs & Co., 200 West Street,
New York, New York 10282, Attention: Leah Nivison, fax number: (212) 428-1439, email: leah.nivison@gs.com, with copies to: Peter
Morreale, fax number: (212) 902-3000, email: peter.morreale@gs.com and Joe Osborne, fax number: (212) 291-5318, email: joe.osborne@gs.com;
(b) Citigroup Global Markets Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice,
fax number: (212) 723-8599, and 390 Greenwich Street, 7th Floor, New York, New York 10013, Attention: Richard Simpson,
fax number: (646) 328-2943, with copies by electronic mail to Richard Simpson at richard.simpson@citi.com and Ryan M. O’Connor
at ryan.m.oconnor@citi.com; (c) Drexel Hamilton, LLC, 77 Water Street, New York, New York 10005, Attention: John D. Kerin,
Director of Debt Syndicate, fax number: (646) 412-1500, email: jkerin@drexelhamilton.com; (d) Wells Fargo Securities, LLC,
375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152-023, Attention: A.J. Sfarra, fax number: (212) 214-8970, with
a copy to: Wells Fargo Securities, LLC, Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina
28288, Attention: Jeff D. Blake, Esq., fax number: (704) 715-2378, email: jeff.blake@wellsfargo.com; and (e) Cantor Fitzgerald
& Co., 499 Park Avenue, New York, New York 10022, Attention: Stephen Merkel and Shawn Matthews, e-mail: smerkel@cantor.com;
(xi) in the case of the initial Controlling Class Representative, KKR Real Estate Finance Holdings L.P., 9 West 57th Street,
Suite 4200, New York, New York 10019, fax number: (212) 750-0003, or as to each such Person such other address or email address
as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered
to a Certificateholder shall be


 






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deemed
to have been duly given when mailed first class, postage prepaid, to the address of such Holder as shown in the Certificate Register.
Any communication required or permitted to be delivered to a Beneficial Owner shall be deemed to have been duly given to the extent
delivered through the Depository. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed
to have been duly given, whether or not the Certificateholder receives such notice.


 


The
obligation of any party to this Agreement to deliver any notices, reports or other information to any Other Depositor, Other Servicer,
Other Special Servicer, Other Trustee or Other 17g-5 Information Provider shall be effective in each case only to the extent such
party to this Agreement has received notice of the identity and contact information of such Other Depositor, Other Servicer, Other
Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable. Any such party may conclusively rely on the
name and contact information provided by the related Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or
Other 17g-5 Information Provider, as applicable, and shall be entitled to assume that the identity and contact information for
such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable,
has not changed, absent receipt of written notice from such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee
or Other 17g-5 Information Provider, or a replacement thereof under the applicable Other Pooling and Servicing Agreement, of a
change with respect to the identity and contact information for such Other Depositor, Other Servicer, Other Special Servicer,
Other Trustee or Other 17g-5 Information Provider, or a replacement thereof under the applicable Other Pooling and Servicing Agreement,
as applicable.


 


Section 11.05     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.


 


Section 11.06     Notice
to the Depositor and Each Rating Agency.


 





 


(a)          The
Certificate Administrator shall promptly provide notice to an Authorized Representative of the Depositor by email with respect
to each of the following of which a Responsible Officer of the Certificate Administrator has actual knowledge, and the Depositor
shall promptly upload such notice or information to the Depositor’s 17g-5 Website within five (5) Business Days, and after
the Certificate Administrator receives written notification from the Depositor (which may be in the form of email) that the Depositor
has posted such notice or information to the Depositor’s 17g-5 Website, the Certificate Administrator shall provide such
notice or information to the Rating Agencies:


 


(i)            any
material change or amendment to this Agreement;


 


(ii)           the
occurrence of any Servicer Termination Event that has not been cured;


 






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(iii)          the
merger, consolidation, resignation or termination of the Master Servicer, the Special Servicer, the Trustee or the Certificate
Administrator or any Other Master Servicer, Other Special Servicer or Other Trustee;


 


(iv)         the
repurchase of, or substitution of, Mortgage Loans pursuant to Section 2.03;


 


(v)          the
final payment to any Class of Certificateholders;


 


(vi)         any
change in the location of the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account or any Distribution Account;


 


(vii)        any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Master Servicer; and


 


(viii)       any
change in the lien priority of a Mortgage Loan.


 


(b)          The
Master Servicer or the Special Servicer shall promptly furnish to an Authorized Representative of the Depositor by email (or any
other form of electronic delivery reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, and the
Depositor) copies of the following (to the extent not already delivered or made available pursuant to the terms of this Agreement),
and the Depositor shall promptly upload such documents to the Depositor’s 17g-5 Website within five (5) Business Days, and
after the Master Servicer or the Special Servicer, as applicable, receives written notification from the Depositor (which may
be in the form of email) that the Depositor has uploaded such documents to the Depositor’s 17g-5 Website, the Master Servicer
or the Special Servicer, as applicable, may provide such documents to the Rating Agencies:


 


(i)            each
of its annual statements as to compliance described in Section 10.08 of this Agreement;


 


(ii)           each
of its annual independent public accountants’ servicing reports described in Section 10.09 of this Agreement;


 


(iii)          a
copy of each operating and other financial statements, rent rolls, occupancy reports, and sales reports to the extent such information
is required to be delivered under a Mortgage Loan, in each case to the extent collected pursuant to Section 4.02;
and


 


(iv)         upon
request, each inspection report prepared in connection with any inspection conducted pursuant to Section 3.18 of this
Agreement.


 


(c)          The
Certificate Administrator shall promptly furnish to an Authorized Representative of the Depositor by email copies of the items
set forth in Section 8.11(b) of this Agreement (to the extent not already delivered or made available pursuant to
the terms of this Agreement and to the extent such items were prepared by or delivered to the Certificate Administrator in electronic
format), and the Depositor shall promptly upload such documents to the Depositor’s 17g-5 Website within five (5) Business
Days.


 






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Section
11.07     Amendment. This Agreement or any Custodial Agreement may be amended from time to time
by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee,
without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 





(i)            to
cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or any Serviced Companion Loan
Holder;


 


(ii)           to
correct or supplement any of its provisions which may be inconsistent with any other provisions of this Agreement or with the
description thereof in the Prospectus or the Prospectus Supplement or to correct any error;


 


(iii)          to
change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, any Distribution
Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than
the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect
the interests of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion of counsel (at the expense
of the party requesting the amendment);


 


(iv)         to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust
Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification
or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any
holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) 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 or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations;


 


(v)          to
make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided
that the amendment will not adversely affect in any material respect the interests of any Certificateholder or, if applicable,
any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;


 


(vi)         to
modify the procedures herein relating to Rule 17g-5; provided that such modification does not increase the obligations
of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such
party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party
or materially increase such


 






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party’s
obligations under this Agreement); provided, further that notice of such modification is provided to all parties
to this Agreement; and


 


(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 of the Rating Agencies, provided that the amendment will not adversely affect in any material respect
the interests of any Certificateholder or, if applicable, any Serviced Companion Loan Holder;


 


provided
that no amendment pursuant to any of clauses (i)-(vii) above may be made that 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) reduce the consultation rights or the right to receive information under this
Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or
rights of any Mortgage Loan Seller under this Agreement or the applicable Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the
consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Companion Loan Holder in its capacity
as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment,
unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment for the benefit of the Certificateholders,
then such expense will be borne by the Trust.


 


This
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by
the amendment 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 Certificateholders; provided, however, that no such amendment
shall:


 


(i)            reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans (or Serviced Whole Loan, if applicable)
which are required to be distributed on a Certificate of any Class without the consent of the Holder of that Certificate
or that are required to be distributed to any holder of a Serviced Companion Loan without the consent of that holder;


 


(ii)           reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment or remove
the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent of the Holders of all Certificates
of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;


 


(iii)          change
in any manner the obligations or rights of any Mortgage Loan Seller under this Agreement or a Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller;


 






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(iv)         change
the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2)
Rating Agency Confirmation;


 


(v)          without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change
(a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under
this Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to this Agreement or (c) the
right of the Certificateholders to terminate the Operating Advisor pursuant to this Agreement;


 


(vi)         adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;


 


(vii)        adversely
affect a Companion Loan Holder in its capacity as such without its consent; or


 


(viii)       change
in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter
or Initial Purchaser.


 


In
the event that neither the Depositor nor any successor thereto, if any, is in existence, any amendment under this Section 11.07
shall be effective with the consent of the Trustee, the Operating Advisor, the Certificate Administrator, the Special Servicer,
the Master Servicer, in writing, and to the extent required by this Section, the Certificateholders, the Companion Loan Holders,
the Mortgage Loan Sellers, the Underwriters and/or the Initial Purchasers, as applicable. Promptly after the execution of any
amendment, the Master Servicer shall forward a copy thereof to the Trustee, the Operating Advisor, the Certificate Administrator,
the Special Servicer and each Companion Loan Holder, each Mortgage Loan Seller, each Underwriter, each Initial Purchaser and the
Certificate Administrator and shall furnish written notification of the substance of such amendment to each Certificateholder,
as applicable and, subject to Section 11.13 of this Agreement, each Rating Agency. It shall not be necessary for the
consent of Certificateholders or the Companion Loan Holders, the Mortgage Loan Sellers, the Underwriters or the Initial Purchasers,
as applicable, under this Section 11.07 to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The method of obtaining such consents and of evidencing the authorization
of the execution thereof by Certificateholders or the Companion Loan Holders, the Mortgage Loan Sellers, Underwriters or the Initial
Purchasers, as applicable, shall be subject to such reasonable regulations as the Trustee may prescribe; provided, however,
that such method shall always be by affirmation and in writing.


 


Notwithstanding
any contrary provision of this Agreement, no amendment shall be made to this Agreement or any Custodial Agreement unless, if requested
by the Master Servicer, the Special Servicer, the Trustee and/or the Certificate Administrator, such party shall have received
an Opinion of Counsel, at the expense of the party requesting such amendment (or, if such amendment is required by any Rating
Agency to maintain the rating issued by it or requested by the Trustee or the Certificate Administrator for any purpose described
in clause (i) or (ii) of the first sentence of this Section, then at the expense of the Trust Fund), to the effect that
such amendment will not cause either Trust REMIC to fail to qualify as a REMIC or


 






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cause
the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes at any time that any Certificates are
outstanding, and will not cause a tax to be imposed on either Trust REMIC under the REMIC Provisions or on the Grantor Trust (other
than a tax at the highest marginal corporate tax rate on net income from foreclosure property as set forth in Section 860G(c)
of the Code). Prior to the execution of any amendment to this Agreement or any Custodial Agreement, the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer may request and shall be entitled to rely conclusively upon an Opinion
of Counsel, at the expense of the party requesting such amendment (or, if such amendment is required by any Rating Agency to maintain
the rating issued by it or requested by the Trustee or the Certificate Administrator for any purpose described in clause (i),
(ii), (iii) or (v) (which do not modify or otherwise relate solely to the obligations, duties or rights of the Trustee
or the Certificate Administrator, as applicable) of the first sentence of this Section, then at the expense of the Trust Fund) stating
that the execution of such amendment is authorized or permitted by this Agreement, and that all conditions precedent to such amendment
are satisfied. Each of the Trustee and the Certificate Administrator may, but shall not be obligated to, enter into any such amendment
which affects the Trustee’s or the Certificate Administrator’s, as applicable, own rights, duties or immunities under
this Agreement. The party requesting an amendment to this Agreement shall, subject to Section 11.13 of this Agreement,
give each Rating Agency prior written notice of such proposed amendment. 


 


Section
11.08     Confirmation of Intent. The Depositor intends that the conveyance of the Depositor’s
right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a sale and not a pledge of
security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the
rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor
also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity)
a first priority security interest in the Depositor’s entire right, title and interest in and to the assets comprising the
Trust Fund, including without limitation, the Mortgage Loans, all principal and interest received or receivable with respect to
the Mortgage Loans (other than principal and interest payments due and payable prior to the Cut-Off Date and Principal Prepayments
received prior to the Cut-Off Date), all amounts held from time to time in the Collection Account, each Distribution Account,
the Interest Reserve Account and, if established, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution
Account and the REO Account, and all reinvestment earnings on such amounts, and all of the Depositor’s right, title and
interest in and to any Insurance Proceeds related to such Mortgage Loans and (ii) this Agreement shall constitute a security
agreement under applicable law. This Section 11.08 shall constitute notice to the Trustee pursuant to any of the requirements
of the applicable UCC.


 


Section
11.09     Third-Party Beneficiaries. Except as provided in the next sentence, no Persons other
than a party to this Agreement, any Companion Loan Holder (unless it is the Mortgagor under the applicable Companion Loan or an
Affiliate thereof) and any Certificateholder, shall have any rights with respect to the enforcement of any of the rights or obligations
hereunder. Any Underwriter or Initial Purchaser (with respect to its rights to receive any documents, certifications, information
and/or indemnification hereunder and its rights under Section 2.02, Section 5.03 and Section 11.07
of this Agreement), any Companion Loan Holder (including, as the context requires, the related Other Depositor, Other Master
Servicer, Other


 






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Special
Servicer, Other Trustee or controlling class representative (or analogous term) relating to the related Other Securitization Trust,
on behalf of such Companion Loan Holder), any Mortgage Loan Seller (with respect to its rights under Section 2.03(a),
Section 2.03(b), Section 2.03(c), Section 3.09(d)(i), Section 10.04, Section 11.07
and Section 11.15 of this Agreement and its rights as a Privileged Person), any Other Depositor and Other Exchange
Act Reporting Party (with respect to its rights under Article X of this Agreement) and, subject to Section 11.02
of this Agreement, any Certificateholder (which are intended third-party beneficiaries of this Agreement) shall have
the right to enforce their respective rights and obligations hereunder (in the case of any Companion Loan Holder, to the extent
they affect the related Companion Loan and provided that such Companion Loan Holder is not the Mortgagor under the related Companion
Loan or an Affiliate thereof) as if each such Person was a party hereto.


 


Without
limiting the foregoing, the parties to this Agreement specifically state that no Mortgagor, property manager or other party to
a Mortgage Loan is an intended third-party beneficiary of this Agreement.


 


Section
11.10     Request by Certificateholders or a Companion Loan Holder. Where information or reports
are required to be delivered to a Certificateholder or a Companion Loan Holder, as applicable, upon request pursuant to the terms
of this Agreement, such request can be in the form of a single blanket request by a Certificateholder or a Companion Loan Holder,
as applicable, to the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, and, with respect
to such Certificateholder or a Companion Loan Holder, as applicable, such request shall be deemed to relate to each date such
report or information may be requested. The notice shall set forth the applicable Sections where such reports and information
are requested.


 


Section
11.11     Waiver of Jury Trial. 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
11.12     Submission to Jurisdiction. EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE
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.


 






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Section
11.13     Exchange Act Rule 17g-5 Procedures.


 





(a)          Except
as otherwise provided in Section 11.06 of this Agreement or this Section 11.13 or otherwise in this Agreement
or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating
Agency regarding the Certificates or the Mortgage Loans relevant to the Rating Agencies’ surveillance of the Certificates
or the Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the Certificates
or the Mortgage Loans 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 Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee, the Operating Advisor or the Custodian regarding the Certificates or the Mortgage Loans 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 an Authorized Representative of the Depositor who shall post such written response
to the Depositor’s 17g-5 Website within five (5) Business Days of receipt of such response, and after the responding party
receives written notification from the Depositor (which may be in the form of email) that such response has been posted on the
Depositor’s 17g-5 Website, such responding party may, but is not obligated to, provide such response to such Rating Agency. 


 


(b)          To
the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations
under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
or the Custodian, as applicable, shall provide such information or communication to an Authorized Representative of the Depositor
by email, which the Depositor shall upload to the Depositor’s 17g-5 Website within five (5) Business Days, and after the
applicable party has received written notification from the Depositor (which may be in the form of email) that such information
has been uploaded to the Depositor’s 17g-5 Website, the applicable party may but is not required to send such information
to such Rating Agency. 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. The Depositor shall notify each
of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian
in writing of any change in the identity or contact information of an Authorized Representative.


 


(c)          Notwithstanding
the provisions of Section 11.13(a) or Section 11.13(b) of this Agreement, the Depositor may authorize,
in its sole discretion, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Custodian to provide information directly to, or communicate with, a Rating Agency (including, but not limited
to, responses to inquiries from such Rating Agency). Any such authorization shall be in writing (which writing may be electronic
mail) by a Responsible Officer of the Depositor, and shall set forth the procedures that the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable,


 






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shall
follow if it elects (in its sole discretion) to provide information directly to the applicable Rating Agency, which procedures
shall be reasonable and customary as is necessary to allow the Depositor to comply with Rule 17g-5.


 


(d)          Each
of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian
(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 11.06, Section 11.13(a), Section 11.13(b) or Section 11.13(c)
of this Agreement 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 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 reasonable out-of-pocket
legal or other expenses 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 Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian
shall have any liability for (i) the Depositor’s failure to post information provided by the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this
Agreement, (ii) any malfunction or disabling of the Depositor’s 17g-5 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 Depositor posts the related information or communication if the Depositor fails to
notify such party that it has posted such information or communication on the Depositor’s 17g-5 Website.


 


(f)          None
of the foregoing restrictions in this Section 11.13 prohibit or restrict oral or written communications, or providing
information, between the Master 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 Master Servicer or the Special Servicer,
as applicable, (ii) such Rating Agency’s approval of the Master 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 Master Servicer’s
or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master
Servicer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage
Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property
or deal specific identifiers are redacted; or (y) such information has already been provided to an Authorized Representative
of the Depositor and has been uploaded on to the Depositor’s 17g-5 Website.


 






    	-377-



    	 



    

 


(g)          The
Depositor shall maintain the Depositor’s 17g-5 Website in accordance with Rule 17g-5(a)(3)(iii).


 


(h)          If
any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any Person in connection with any third-party
due diligence services provided by such Person may have provided with respect to the Mortgage Loans (“Due Diligence Service
Provider”), such receiving party shall promptly forward such Form ABS Due Diligence-15E to the Depositor for posting
on the Depositor’s 17g-5 Website. The Depositor shall post on the Depositor’s 17g-5 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.


 





Section
11.14     [Reserved].


 


Section
11.15     Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements.
It is expressly agreed and understood that, notwithstanding the assignment of the Loan Documents, it is expressly intended that
the Mortgage Loan Sellers get the benefit of any securitization indemnification provisions in the Loan Documents. Therefore, the
Depositor, Master Servicer, the Special Servicer and Trustee hereby agree to reasonably cooperate with any Mortgage Loan Seller
at the sole reasonable expense of such Mortgage Loan Seller with respect to the benefits of the provisions of any section of a
Loan Agreement or securitization cooperation agreement related to indemnification of the lender and/or its affiliates with respect
to any securitization of the related Mortgage Loan, including, without limitation, reassignment to the related Mortgage Loan Seller
of such sections, but no other portion of the Loan Documents, to permit the related Mortgage Loan Seller and its respective affiliates
to enforce such provisions for their respective benefits; provided, that none of the Depositor, Master Servicer, Special
Servicer or Trustee shall be required to take any action that is inconsistent with the Servicing Standard, would violate applicable
law, the terms and provisions of this Agreement or the Loan Documents, would adversely affect any Certificateholder, would cause
either Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust for federal income
tax purposes, or would result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions. To the extent that the Trustee is required to execute any document facilitating an assignment
under this Section 11.15, such document shall be in form and substance reasonably acceptable to the Trustee.


 


Section
11.16     PNC Bank, National Association.


 


PNC
Bank, National Association, by execution hereof by its division, Midland Loan Services, a Division of PNC Bank, National Association,
acknowledges and agrees that this Agreement is binding upon and enforceable against PNC Bank, National Association to the full
extent of the obligations set forth herein with respect to Midland Loan Services, a Division of PNC Bank, National Association.


 


[Signature
Pages Follow]


 






    	-378-



    	 



    

 





IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized
all as of the day and year first above written.





	 	 	 
	 	GS
    MORTGAGE SECURITIES 

    CORPORATION II, 

    as Depositor
	 	 	 
	 	By:	/s/ J. Theodore Borter 
	 	 	 Name: J. Theodore Borter
	 	 	 Title: Authorized Signatory
	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL 

    ASSOCIATION, 

    as Master Servicer
	 	 	 
	 	By:	/s/
    Cynthia L. Schwartz 
	 		 Name: Cynthia L. Schwartz
	 	 	 Title: Director
	 	 	 
	 	MIDLAND
    LOAN SERVICES, A DIVISION 

    OF PNC BANK, NATIONAL ASSOCIATION, 

    as Special Servicer
	 	 	 
	 	By:	/s/ David A. Eckels 
	 	 	 Name: David A. Eckels 
	 	 	 Title: Senior Vice President
    


 


GS
2015-GC34: POOLING AND SERVICING AGREEMENT


 






    	 



    	 



    

  


	 	 	 
	 	PENTALPHA
    SURVEILLANCE LLC, 

    as Operating Advisor
	 	 	
	 	By:	/s/ James Callahan 
	 	 	 Name: James Callahan
	 	 	 Title: Executive Director and Solely
    as an Authorized

               Signatory for Pentalpha Surveillance LLC
	 	 	 
	 	U.S.
    BANK NATIONAL ASSOCIATION, as 

    Certificate Administrator
	 	 	
	 	By:	/s/
    Edwin J. Janis
	 		 Name: Edwin J. Janis
	 	 	 Title: Vice President
	 	 	 
	 	U.S.
    BANK NATIONAL ASSOCIATION, as 

    Trustee
	 	 	 
	 	By:	/s/ Edwin J. Janis
	 	 	 Name: Edwin J. Janis
	 	 	 Title: Vice President


 


GS
2015-GC34: POOLING AND SERVICING AGREEMENT


 






    	 



    	 



    

 





	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 


On
this 23 day of October, 2015, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned
and sworn, personally appeared J. Theodore Borter, to me known who, by me duly sworn, did depose and acknowledge before me and
say that he/she is a President of GS Mortgage Securities Corporation II, a New York limited partnership, the limited partnership
described in and that executed the foregoing instrument; and that he/she signed his/her name thereto under authority of the board
of directors of said New York limited partnership and on behalf of such New York limited partnership.


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:

         

        [NOTARIAL
        SEAL]

         

         
	 
	ARTRISA
        Y. WILLIAMS

        Notary
        Public, State of New York

        No.
        01WI6124039

        Qualified
        in New York County

        Commission
        Expires May 24, 2017
	 




 


  





GS 2015-GC34: POOLING AND SERVICING AGREEMENT


 



    	 



    	 



    

 


 


 





	STATE OF NORTH
    CAROLINA       	)	 
	 	)	ss.:
	COUNTY OF MECKLENBURG         	)	 


On
this 15 day of October, 2015, personally appeared before me Cynthia L. Schwartz, to me known (or proved to me on the basis of
satisfactory evidence) to be a Director of Wells Fargo Bank, National Association, a national banking association, that executed
the within and foregoing instrument, and acknowledged that said instrument to be the free and voluntary act and deed of said entity,
for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument, and that by
her signature on the instrument the entity upon behalf of which she acted, executed the instrument.


	 	 
	 	/s/
    ERICA L. SMITH
	 	Notary

        Name:
        ERICA L. SMITH

	 	 
	[SEAL]	 
	 	 
	My commission
    expires:  July 15, 2017	 
	 	 
	ERICA
        L. SMITH

        NOTARY
        PUBLIC

        Gaston
        County

        North
        Carolina

        My
        Commission Expires 7/15/2017
	 


 


 


 


GS
2015-GC34: POOLING AND SERVICING AGREEMENT







    	 



    	 



    

 







 








	STATE OF KANSAS	)	 
	 	)	ss.:
	COUNTY OF JOHNSON	)	 


On
this 14th day of October, 2015, before me, the undersigned, a Notary Public in and for the State of Kansas, duly commissioned
and sworn, personally appeared David A. Eckels, to me known who, by me duly sworn, did depose and acknowledge before me and say
that he is a Senior Vice President of Midland Loan Services, a Division of PNC Bank, National Association, the entity described
in and that executed the foregoing instrument; and that he signed 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/
    Brent Kinder
	 	Signature and
    Office of individual taking

    acknowledgment
	 	 
	 	BRENT
        KINDER

        NOTARY
        PUBLIC - State of Kansas

        My
        Appt. Exp. January 30, 2018



 




GS
2015-GC34: POOLING AND SERVICING AGREEMENT




    	 



    	 



    

 














	STATE OF CONNECTICUT	)	 
	 	)	ss.:
	COUNTY OF FAIRFIELD	)	 


On
this 16th day of October, 2015, before me, the undersigned, a Notary Public in and for the State of Connecticut, duly
commissioned and sworn, personally appeared James Callilhan, to me known who, by me duly sworn, did depose and acknowledge before
me and say that he is an Executive of Pentalpha Surviellance LLC, a Delaware limited liability company, the Executive described
in and that executed the foregoing instrument; and that he signed his name thereto under authority of the board of directors of
said limited liability company and on behalf of such limited liability company. ·


WITNESS
my hand and seal hereto affixed the day and year first above written.


	 	 
	 	/s/
    Melonie S. Williams
	 	Notary Public
    in and for the

    State of Connecticut
	 	 
	My commission expires: 7-31-19	 
	 	 
	[NOTARIAL SEAL]	 
	 

        MELONIE
        S. WILLIAMS

        Notary
        Public

        Connecticut

        My
        Commission Expires July 31, 2019
	 


 




 


 


GS
2015-GC34: POOLING AND SERVICING AGREEMENT



    	 



    	 



    







 


 





	STATE OF ILLINOIS	)	 
	 	)	ss.:
	COUNTY OF COOK	)	 


On
this 14th Day of October, 2015, before me, the undersigned, a Notary Public in and for the State of Illinois, duly
commissioned and sworn, personally appeared Edwin J. Janis, to me known who, by me duly sworn, did depose and acknowledge before
me and say that he is a Vice President of U.S. Bank National Association, a national banking association, the national banking
association described in and that executed the foregoing instrument; and that he signed his name thereto under authority of the
board of directors of said national banking association and on behalf of such national banking association.


WITNESS
my hand and seal hereto affixed the day and year first above written.


	 	 
	 	/s/
    CHRISTOPHER
        J NUXOLL
	 	Notary
Public in and for the
 State
of Illinois
	 	 
	OFFICAL
        SEAL

        CHRISTOPHER
        J NUXOLL

        Notary
        Public – State of Illinois

        My
        Commission Expires Apr 15, 2018
	 
	 

        My
        commission expires:
	 



GS
                                         2015-GC34: POOLING AND SERVICING AGREEMENT




    	 



    	 



    
















	STATE OF ILLINOIS	)	 
	 	)	ss.:
	COUNTY OF COOK	)	 


On
this 14th Day of October, 2015, before me, the undersigned, a Notary Public in and for the State of Illinois, duly
commissioned and sworn, personally appeared Edwin J. Janis, to me known who, by me duly sworn, did depose and acknowledge before
me and say that he is a Vice President of U.S. Bank National Association, a national banking association, the national banking
association described in and that executed the foregoing instrument; and that he signed his name thereto under authority of the
board of directors of said national banking association and on behalf of such national banking association.


WITNESS
my hand and seal hereto affixed the day and year first above written.


	 	 
	 	/s/
    CHRISTOPHER
        J NUXOLL
	 	Notary
Public in and for the
 State
of Illinois
	 	 
	OFFICAL
        SEAL

        CHRISTOPHER
        J NUXOLL

        Notary
        Public – State of Illinois

        My
        Commission Expires Apr 15, 2018
	 
	 

        My
        commission expires:
	 


 


GS
2015-GC34: POOLING AND SERVICING AGREEMENT






    


    


    






 


EXHIBIT
A-1


 


GS
MORTGAGE SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC34, CLASS A-1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS 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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE,
THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






 



 


1     Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2     Global
Certificate legend.


 



    	A-1-1



    	 



    

 



GS
MORTGAGE SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC34, CLASS A-1


 


	Pass-Through
    Rate:  1.539%	 	 
	 	 	 
	First
    Distribution Date: November 13, 2015	 	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in October 2015 for that Mortgage Loan (or, in the case
    of any Mortgage Loan that has its first Due Date in November 2015, the date that would have been its Due Date in October 2015
    under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Certificate Principal Amount of the Class A-1 Certificates:  $30,283,000	 	Scheduled
    Final Distribution Date: the Distribution Date in October 2020
	 	 	 





	CUSIP:  36250VAA0
	 	Initial Certificate
    Principal Amount of this Certificate: $[   ]
	 	 	 
	ISIN:
                                US36250VAA08
	 	 
	 	 	 
	Common Code: 131259948	 	 
	 	 	 
	No.:  1	 	 





  


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-1 Certificates. The Trust Fund,
described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and
manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling 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 Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-2, Class A-3, Class A-4,
Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class
G, Class S and Class R Certificates (together with the Class A-1 Certificates, the “Certificates”; the
Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October
1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
U.S. Bank National Association, as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells
Fargo Bank, National Association, as Master Servicer and Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    	A-1-2



    	 



    

 


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 Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in November 2015 (each
such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-1
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-1
Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business
Day, the immediately preceding Business Day. Distributions are required to be made (a) 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, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. If within two years after the second notice any Certificates
shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable
to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of
the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are
subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date
(or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property
(but in the case of each Whole Loan, only to the extent of the Trust’s


 






    	A-1-3



    	 



    

 


interest
in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole Loan,
only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any
Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities
or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and
the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
and the SMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement;
and (xi) the Lower-Tier Regular Interests.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling 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 and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator 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 Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer,
the Special Servicer, the Operating Advisor, 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 Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee,
the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without
the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
                                         or any Serviced Companion Loan Holder;



 


		(ii)	to
                                         correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions of the Pooling and Servicing Agreement or with the description thereof in
                                         the Prospectus or the Prospectus Supplement or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
                                         Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account
                                         or any REO Account, provided that (A) the Master Servicer Remittance Date
                                         shall in no event be later than the Business Day prior to the related Distribution Date
                                         and (B) the change would not adversely affect in any material respect the interests
                                         of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion
                                         of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust
Fund, provided that the Trustee and the Certificate Administrator have received an opinion of



 






    	A-1-4



    	 



    

 


			counsel
(at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the
interests of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) 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 or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange
Act, Regulation AB, and/or any related regulatory actions and/or interpretations;



 


		(v)	to
                                         make any other provisions with respect to matters or questions arising under the Pooling
                                         and Servicing Agreement or any other change, provided that the amendment will
                                         not adversely affect in any material respect the interests of any Certificateholder or,
                                         if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to
                                         modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5;
                                         provided that such modification does not increase the obligations of the Trustee,
                                         the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special
                                         Servicer without such party’s consent (which consent may not be withheld unless
                                         such modification would materially adversely affect such party or materially increase
                                         such party’s obligations under the Pooling and Servicing Agreement); provided,
                                         further that notice of such modification is provided to all parties to the Pooling
                                         and Servicing Agreement; and



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the ratings assigned to each Class of Certificates by any of the
                                         Rating Agencies, provided that the amendment will not adversely affect in any
                                         material respect the interests of any Certificateholder or, if applicable, any Serviced
                                         Companion Loan Holder;



 


provided
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting
an amendment for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee
with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:


 





    	A-1-5



    	 



    

 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans (or Serviced Whole Loan, if applicable) which are required to be distributed on
                                         a Certificate of any Class without the consent of the Holder of that Certificate or that
                                         are required to be distributed to any holder of a Serviced Companion Loan without the
                                         consent of that holder;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to the amendment or remove the requirement to obtain the consent of any Serviced
                                         Companion Loan Holder without the consent of the Holders of all Certificates of that
                                         Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change
                                         in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling
                                         and Servicing Agreement or a Loan Purchase Agreement without the consent of the affected
                                         Mortgage Loan Seller;



 


		(iv)	change
                                         the definition of “Servicing Standard” without either (1) consent of 100%
                                         of the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without
                                         the consent of 100% of the Certificateholders of the Class or Classes of Certificates
                                         adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
                                         which are required to consent to any action or inaction under the Pooling and Servicing
                                         Agreement, (b) the right of the Certificateholders to remove the Special Servicer
                                         pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders
                                         to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely
                                         affect the Controlling Class Representative without the consent of 100% of the Controlling
                                         Class Certificateholders;



 


		(vii)	adversely
                                         affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change
                                         in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
                                         the consent of the affected Underwriter or Initial Purchaser.



 


The
Holders of the Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early
termination of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate
Administrator, the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders)
any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the
related Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other
Pooling and Servicing Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of
(A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised
Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer
(such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of
the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect
to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase,
the aggregate amount of unreimbursed Advances made by such party, together with any interest accrued and payable to the Master
Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing
Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer
or the Special Servicer, as applicable, in connection with such purchase).


 






    	A-1-6



    	 



    

 


The
Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or
if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or,
if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such termination as provided above if such party first notifies
the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of
a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing at least 30 days prior to the
Anticipated Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or
by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section
9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate
Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion
Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final
Distribution Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the
Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or
interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable promptly following receipt thereof.


 


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 Pooling and Servicing
Agreement or be valid for any purpose.


 






    	A-1-7



    	 



    

  


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-1 Certificate to be duly executed. 





	 	 	 	 
	 	 	U.S. BANK
    NATIONAL ASSOCIATION,

    not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory






 


Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-1 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________ 


 





	 	 	 	 
	 	 	U.S.
                                         BANK NATIONAL ASSOCIATION,

                                         not in its individual capacity but solely as Authenticating Agent

	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory


 






    	A-1-8



    	 



    




  


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 Class A-1  Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class A-1 Certificate of the entire Percentage Interest represented
by the within Class A-1 Certificates to the above-named Assignee(s) and to deliver such Class A-1 Certificate to the following
address:


 


Date:
_________________


 


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number




 






    	A-1-9



    	 



    

  


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




 





    	A-1-10



    	 



    





 


EXHIBIT
A-2


 


GS
MORTGAGE SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC34, CLASS A-2


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS 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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE,
THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 


1     Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2     Global
Certificate legend.


 




    	A-2-1



    	 



    

 


GS
MORTGAGE SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC34, CLASS A-2


 


	Pass-Through
    Rate:  2.075%	 	 
	 	 	 
	First
    Distribution Date: November 13, 2015	 	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in October 2015 for that Mortgage Loan (or, in the case
    of any Mortgage Loan that has its first Due Date in November 2015, the date that would have been its Due Date in October 2015
    under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Certificate Principal Amount of the Class A-2 Certificates:  $28,822,000	 	Scheduled
    Final Distribution Date: the Distribution Date in October 2020
	 	 	 




	CUSIP:  36250VAB8
	 	Initial
    Certificate Principal Amount of this Certificate: $[   ]
	 	 	 
	ISIN:
     US36250VAB80
	 	 
	 	 	 
	Common
    Code: 131259964	 	 
	 	 	 
	No.:  1	 	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-2 Certificates. The Trust Fund,
described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and
manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling 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 Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-3, Class A-4,
Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class
G, Class S and Class R Certificates (together with the Class A-2 Certificates, the “Certificates”; the
Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October
1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
U.S. Bank National Association, as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells
Fargo Bank, National Association, as Master Servicer and Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 





    	A-2-2



    	 



    

 


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 Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in November 2015 (each
such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-2
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-2
Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business
Day, the immediately preceding Business Day. Distributions are required to be made (a) 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, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. If within two years after the second notice any Certificates
shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable
to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of
the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are
subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date
(or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property
(but in the case of each Whole Loan, only to the extent of the Trust’s


 






    	A-2-3



    	 



    

 


interest
in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole Loan,
only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any
Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities
or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and
the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
and the SMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement;
and (xi) the Lower-Tier Regular Interests.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling 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 and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator 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 Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer,
the Special Servicer, the Operating Advisor, 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 Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee,
the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without
the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
                                         or any Serviced Companion Loan Holder;



 


		(ii)	to
                                         correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions of the Pooling and Servicing Agreement or with the description thereof in
                                         the Prospectus or the Prospectus Supplement or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
                                         Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account
                                         or any REO Account, provided that (A) the Master Servicer Remittance Date
                                         shall in no event be later than the Business Day prior to the related Distribution Date
                                         and (B) the change would not adversely affect in any material respect the interests
                                         of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion
                                         of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust
Fund, provided that the Trustee and the Certificate Administrator have received an opinion of



 






    	A-2-4



    	 



    

 


			counsel (at the expense of the party
requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to
avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) 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 or (C) to
the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB, and/or any related
regulatory actions and/or interpretations;



 


		(v)	to
                                         make any other provisions with respect to matters or questions arising under the Pooling
                                         and Servicing Agreement or any other change, provided that the amendment will
                                         not adversely affect in any material respect the interests of any Certificateholder or,
                                         if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to
                                         modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5;
                                         provided that such modification does not increase the obligations of the Trustee,
                                         the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special
                                         Servicer without such party’s consent (which consent may not be withheld unless
                                         such modification would materially adversely affect such party or materially increase
                                         such party’s obligations under the Pooling and Servicing Agreement); provided,
                                         further that notice of such modification is provided to all parties to the Pooling
                                         and Servicing Agreement; and



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the ratings assigned to each Class of Certificates by any of the
                                         Rating Agencies, provided that the amendment will not adversely affect in any
                                         material respect the interests of any Certificateholder or, if applicable, any Serviced
                                         Companion Loan Holder;



 


provided
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting
an amendment for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee
with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:


 





    	A-2-5



    	 



    

 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans (or Serviced Whole Loan, if applicable) which are required to be distributed on
                                         a Certificate of any Class without the consent of the Holder of that Certificate or that
                                         are required to be distributed to any holder of a Serviced Companion Loan without the
                                         consent of that holder;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to the amendment or remove the requirement to obtain the consent of any Serviced
                                         Companion Loan Holder without the consent of the Holders of all Certificates of that
                                         Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change
                                         in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling
                                         and Servicing Agreement or a Loan Purchase Agreement without the consent of the affected
                                         Mortgage Loan Seller;



 


		(iv)	change
                                         the definition of “Servicing Standard” without either (1) consent of 100%
                                         of the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without
                                         the consent of 100% of the Certificateholders of the Class or Classes of Certificates
                                         adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
                                         which are required to consent to any action or inaction under the Pooling and Servicing
                                         Agreement, (b) the right of the Certificateholders to remove the Special Servicer
                                         pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders
                                         to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely
                                         affect the Controlling Class Representative without the consent of 100% of the Controlling
                                         Class Certificateholders;



 


		(vii)	adversely
                                         affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change
                                         in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
                                         the consent of the affected Underwriter or Initial Purchaser.



 


The
Holders of the Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early
termination of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate
Administrator, the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders)
any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the
related Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other
Pooling and Servicing Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of
(A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised
Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer
(such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of
the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect
to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase,
the aggregate amount of unreimbursed Advances made by such party, together with any interest accrued and payable to the Master
Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing
Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer
or the Special Servicer, as applicable, in connection with such purchase).


 






    	A-2-6



    	 



    

 


The
Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or
if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or,
if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such termination as provided above if such party first notifies
the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of
a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing at least 30 days prior to the
Anticipated Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or
by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section
9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate
Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion
Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final
Distribution Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the
Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or
interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable promptly following receipt thereof.


 


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 Pooling and Servicing
Agreement or be valid for any purpose.


 






    	A-2-7



    	 



    






IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-2 Certificate to be duly executed. 





	 	 	 	 
	 	 	U.S. BANK
    NATIONAL ASSOCIATION,

    not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory






 


Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-2 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________ 


 





	 	 	 	 
	 	 	U.S.
                                         BANK NATIONAL ASSOCIATION,

                                         not in its individual capacity but solely as Authenticating Agent

	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory


 






    	A-2-8



    	 



    




  


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 Class A-2  Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class A-2 Certificate of the entire Percentage Interest represented
by the within Class A-2 Certificates to the above-named Assignee(s) and to deliver such Class A-2 Certificate to the following
address:


 


Date:
_________________


 


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number




 






    	A-2-9



    	 



    

  


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




 





    	A-2-10



    	 



    





 


EXHIBIT
A-3


 


GS
MORTGAGE SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC34, CLASS A-3


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS 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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE,
THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 








 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.





 




    	A-3-1



    	 



    

  


GS
MORTGAGE SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC34, CLASS A-3


 


	Pass-Through
    Rate: 3.244%	 	 
	 	 	 
	First
    Distribution Date: November 13, 2015	 	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in October 2015 for that Mortgage Loan (or, in the case
    of any Mortgage Loan that has its first Due Date in November 2015, the date that would have been its Due Date in October 2015
    under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Certificate Principal Amount of the Class A-3 Certificates:  $185,000,000	 	Scheduled
    Final Distribution Date: the Distribution Date in September 2025
	 	 	 



	CUSIP:  36250VAC6
	 	Initial
    Certificate Principal Amount of this Certificate: $[   ]
	 	 	 
	ISIN:
     US36250VAC63
	 	 
	 	 	 
	Common
    Code: 131259972	 	 
	 	 	 
	No.:  1	 	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-3 Certificates. The Trust Fund,
described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and
manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling 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 Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-4,
Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G,
Class S and Class R Certificates (together with the Class A-3 Certificates, the “Certificates”; the Holders
of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October
1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
U.S. Bank National Association, as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells
Fargo Bank, National Association, as Master Servicer and Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    	A-3-2



    	 



    

 


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 Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in November 2015 (each
such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-3
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-3
Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business
Day, the immediately preceding Business Day. Distributions are required to be made (a) 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, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. If within two years after the second notice any Certificates
shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable
to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of
the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are
subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date
(or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property
(but in the case of each Whole Loan, only to the extent of the Trust’s


 






    	A-3-3



    	 



    

 


interest
in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole Loan,
only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any
Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities
or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and
the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
and the SMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement;
and (xi) the Lower-Tier Regular Interests.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling 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 and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator 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 Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer,
the Special Servicer, the Operating Advisor, 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 Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee,
the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without
the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
                                         or any Serviced Companion Loan Holder;



 


		(ii)	to
                                         correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions of the Pooling and Servicing Agreement or with the description thereof in
                                         the Prospectus or the Prospectus Supplement or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
                                         Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account
                                         or any REO Account, provided that (A) the Master Servicer Remittance Date
                                         shall in no event be later than the Business Day prior to the related Distribution Date
                                         and (B) the change would not adversely affect in any material respect the interests
                                         of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion
                                         of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust
Fund, provided that the Trustee and the Certificate Administrator have received an opinion of



 






    	A-3-4



    	 



    

 


			counsel (at the expense of the party
requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to
avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) 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 or (C) to
the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB, and/or any related
regulatory actions and/or interpretations;



 


		(v)	to
                                         make any other provisions with respect to matters or questions arising under the Pooling
                                         and Servicing Agreement or any other change, provided that the amendment will
                                         not adversely affect in any material respect the interests of any Certificateholder or,
                                         if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to
                                         modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5;
                                         provided that such modification does not increase the obligations of the Trustee,
                                         the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special
                                         Servicer without such party’s consent (which consent may not be withheld unless
                                         such modification would materially adversely affect such party or materially increase
                                         such party’s obligations under the Pooling and Servicing Agreement); provided,
                                         further that notice of such modification is provided to all parties to the Pooling
                                         and Servicing Agreement; and



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the ratings assigned to each Class of Certificates by any of the
                                         Rating Agencies, provided that the amendment will not adversely affect in any
                                         material respect the interests of any Certificateholder or, if applicable, any Serviced
                                         Companion Loan Holder;



 


provided
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting
an amendment for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee
with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:


 





    	A-3-5



    	 



    

 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans (or Serviced Whole Loan, if applicable) which are required to be distributed on
                                         a Certificate of any Class without the consent of the Holder of that Certificate or that
                                         are required to be distributed to any holder of a Serviced Companion Loan without the
                                         consent of that holder;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to the amendment or remove the requirement to obtain the consent of any Serviced
                                         Companion Loan Holder without the consent of the Holders of all Certificates of that
                                         Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change
                                         in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling
                                         and Servicing Agreement or a Loan Purchase Agreement without the consent of the affected
                                         Mortgage Loan Seller;



 


		(iv)	change
                                         the definition of “Servicing Standard” without either (1) consent of 100%
                                         of the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without
                                         the consent of 100% of the Certificateholders of the Class or Classes of Certificates
                                         adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
                                         which are required to consent to any action or inaction under the Pooling and Servicing
                                         Agreement, (b) the right of the Certificateholders to remove the Special Servicer
                                         pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders
                                         to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely
                                         affect the Controlling Class Representative without the consent of 100% of the Controlling
                                         Class Certificateholders;



 


		(vii)	adversely
                                         affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change
                                         in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
                                         the consent of the affected Underwriter or Initial Purchaser.



 


The
Holders of the Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early
termination of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate
Administrator, the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders)
any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the
related Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other
Pooling and Servicing Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of
(A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised
Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer
(such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of
the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect
to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase,
the aggregate amount of unreimbursed Advances made by such party, together with any interest accrued and payable to the Master
Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing
Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer
or the Special Servicer, as applicable, in connection with such purchase).


 





    	A-3-6



    	 



    

 


The
Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or
if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or,
if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such termination as provided above if such party first notifies
the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of
a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing at least 30 days prior to the
Anticipated Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or
by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section
9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate
Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion
Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final
Distribution Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the
Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or
interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable promptly following receipt thereof.


 


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 Pooling and Servicing
Agreement or be valid for any purpose.


 






    	A-3-7



    	 



    






IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-3 Certificate to be duly executed. 





	 	 	 	 
	 	 	U.S. BANK
    NATIONAL ASSOCIATION,

    not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory






 


Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-3 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________ 


 





	 	 	 	 
	 	 	U.S.
                                         BANK NATIONAL ASSOCIATION,

                                         not in its individual capacity but solely as Authenticating Agent

	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory


 






    	A-3-8



    	 



    




  


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 Class A-3  Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class A-3 Certificate of the entire Percentage Interest represented
by the within Class A-3 Certificates to the above-named Assignee(s) and to deliver such Class A-3 Certificate to the following
address:


 


Date:
_________________


 


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number




 






    	A-3-9



    	 



    

  


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




 





    	A-3-10



    	 



    
 




EXHIBIT
A-4


 


GS
MORTGAGE SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC34, CLASS A-4


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS 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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE,
THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 











 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.







 




    	A-4-1



    	 



    

 


GS
MORTGAGE SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC34, CLASS A-4


 


	Pass-Through
    Rate:  3.506%	 	 
	 	 	 
	First
    Distribution Date: November 13, 2015	 	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in October 2015 for that Mortgage Loan (or, in the case
    of any Mortgage Loan that has its first Due Date in November 2015, the date that would have been its Due Date in October 2015
    under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Certificate Principal Amount of the Class A-4 Certificates:  $284,382,000	 	Scheduled
    Final Distribution Date: the Distribution Date in September 2025
	 	 	 


	CUSIP:  36250VAD4
	 	Initial Certificate Principal
    Amount of this Certificate: $[   ]
	 	 	 
	ISIN:      US36250VAD47	 	
	 	 	 
	Common Code: 131259999	 	 
	 	 	 
	No.:  1	 	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-4 Certificates. The Trust Fund,
described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and
manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling 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 Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class
G, Class S and Class R Certificates (together with the Class A-4 Certificates, the “Certificates”; the
Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October
1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
U.S. Bank National Association, as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells
Fargo Bank, National Association, as Master Servicer and Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 





    	A-4-2



    	 



    

 


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 Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in November 2015 (each
such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-4
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-4
Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business
Day, the immediately preceding Business Day. Distributions are required to be made (a) 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, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. If within two years after the second notice any Certificates
shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable
to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of
the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are
subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date
(or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property
(but in the case of each Whole Loan, only to the extent of the Trust’s


 






    	A-4-3



    	 



    

 


interest
in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole Loan,
only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any
Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities
or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and
the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
and the SMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement;
and (xi) the Lower-Tier Regular Interests.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling 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 and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator 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 Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer,
the Special Servicer, the Operating Advisor, 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 Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee,
the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without
the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
                                         or any Serviced Companion Loan Holder;



 


		(ii)	to
                                         correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions of the Pooling and Servicing Agreement or with the description thereof in
                                         the Prospectus or the Prospectus Supplement or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
                                         Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account
                                         or any REO Account, provided that (A) the Master Servicer Remittance Date
                                         shall in no event be later than the Business Day prior to the related Distribution Date
                                         and (B) the change would not adversely affect in any material respect the interests
                                         of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion
                                         of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust
Fund, provided that the Trustee and the Certificate Administrator have received an opinion of



 






    	A-4-4



    	 



    

 


			counsel (at the expense of the
party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification
or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder
of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) 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 or (C) to
the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB, and/or any related
regulatory actions and/or interpretations;




 


		(v)	to
                                         make any other provisions with respect to matters or questions arising under the Pooling
                                         and Servicing Agreement or any other change, provided that the amendment will
                                         not adversely affect in any material respect the interests of any Certificateholder or,
                                         if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to
                                         modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5;
                                         provided that such modification does not increase the obligations of the Trustee,
                                         the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special
                                         Servicer without such party’s consent (which consent may not be withheld unless
                                         such modification would materially adversely affect such party or materially increase
                                         such party’s obligations under the Pooling and Servicing Agreement); provided,
                                         further that notice of such modification is provided to all parties to the Pooling
                                         and Servicing Agreement; and



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the ratings assigned to each Class of Certificates by any of the
                                         Rating Agencies, provided that the amendment will not adversely affect in any
                                         material respect the interests of any Certificateholder or, if applicable, any Serviced
                                         Companion Loan Holder;



 


provided
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting
an amendment for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee
with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:


 






    	A-4-5



    	 



    

 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans (or Serviced Whole Loan, if applicable) which are required to be distributed on
                                         a Certificate of any Class without the consent of the Holder of that Certificate or that
                                         are required to be distributed to any holder of a Serviced Companion Loan without the
                                         consent of that holder;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to the amendment or remove the requirement to obtain the consent of any Serviced
                                         Companion Loan Holder without the consent of the Holders of all Certificates of that
                                         Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change
                                         in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling
                                         and Servicing Agreement or a Loan Purchase Agreement without the consent of the affected
                                         Mortgage Loan Seller;



 


		(iv)	change
                                         the definition of “Servicing Standard” without either (1) consent of 100%
                                         of the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without
                                         the consent of 100% of the Certificateholders of the Class or Classes of Certificates
                                         adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
                                         which are required to consent to any action or inaction under the Pooling and Servicing
                                         Agreement, (b) the right of the Certificateholders to remove the Special Servicer
                                         pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders
                                         to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely
                                         affect the Controlling Class Representative without the consent of 100% of the Controlling
                                         Class Certificateholders;



 


		(vii)	adversely
                                         affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change
                                         in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
                                         the consent of the affected Underwriter or Initial Purchaser.



 


The
Holders of the Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early
termination of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate
Administrator, the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders)
any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the
related Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other
Pooling and Servicing Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of
(A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised
Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer
(such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of
the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect
to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase,
the aggregate amount of unreimbursed Advances made by such party, together with any interest accrued and payable to the Master
Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing
Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer
or the Special Servicer, as applicable, in connection with such purchase).


 






    	A-4-6



    	 



    

 


The
Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or
if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or,
if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such termination as provided above if such party first notifies
the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of
a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing at least 30 days prior to the
Anticipated Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or
by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section
9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate
Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion
Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final
Distribution Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the
Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or
interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable promptly following receipt thereof.


 


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 Pooling and Servicing
Agreement or be valid for any purpose.


 






    	A-4-7



    	 



    






IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-4 Certificate to be duly executed. 





	 	 	 	 
	 	 	U.S. BANK
    NATIONAL ASSOCIATION,

    not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory






 


Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-4 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________ 


 





	 	 	 	 
	 	 	U.S.
                                         BANK NATIONAL ASSOCIATION,

                                         not in its individual capacity but solely as Authenticating Agent

	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory


 






    	A-4-8



    	 



    




  


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 Class A-4  Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class A-4 Certificate of the entire Percentage Interest represented
by the within Class A-4 Certificates to the above-named Assignee(s) and to deliver such Class A-4 Certificate to the following
address:


 


Date:
_________________


 


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number




 






    	A-4-9



    	 



    

  


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




 





    	A-4-10



    	 



    





 


EXHIBIT
A-5


 


GS
MORTGAGE SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC34, CLASS
A-AB


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS 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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE,
THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 






 


		1	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global
Certificate legend.



 






    	A-5-1



    	 



    




 


GS
MORTGAGE SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC34, CLASS
A-AB


 


	Pass-Through
    Rate:  3.278%	 	 
	 	 	 
	First
    Distribution Date: November 13, 2015	 	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in October 2015 for that Mortgage Loan (or, in the case
    of any Mortgage Loan that has its first Due Date in November 2015, the date that would have been its Due Date in October 2015
    under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Certificate Principal Amount of the Class A-AB Certificates:  $65,382,000	 	Scheduled
    Final Distribution Date: the Distribution Date in July 2025
	 	 	 



	CUSIP:  36250VAE2
	 	Initial
    Certificate Principal Amount of this Certificate: $[   ]
	 	 	 
	ISIN:
     US36250VAE20
	 	 
	 	 	 
	Common
    Code: 131044941	 	 
	 	 	 
	No.:  1	 	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund,
described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and
manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling 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 Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-4, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class
G, Class S and Class R Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders
of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October
1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
U.S. Bank National Association, as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells
Fargo Bank, National Association, as Master Servicer and Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    	A-5-2



    	 



    

 


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 Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in November 2015 (each
such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-AB Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-AB Certificates
is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business
Day, the immediately preceding Business Day. Distributions are required to be made (a) 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, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. If within two years after the second notice any Certificates
shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable
to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of
the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are
subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date
(or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property
(but in the case of each Whole Loan, only to the extent of the Trust’s


 






    	A-5-3



    	 



    

 


interest
in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole Loan,
only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any
Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities
or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and
the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
and the SMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement;
and (xi) the Lower-Tier Regular Interests.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling 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 and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator 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 Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer,
the Special Servicer, the Operating Advisor, 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 Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee,
the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without
the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
                                         or any Serviced Companion Loan Holder;



 


		(ii)	to
                                         correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions of the Pooling and Servicing Agreement or with the description thereof in
                                         the Prospectus or the Prospectus Supplement or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
                                         Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account
                                         or any REO Account, provided that (A) the Master Servicer Remittance Date
                                         shall in no event be later than the Business Day prior to the related Distribution Date
                                         and (B) the change would not adversely affect in any material respect the interests
                                         of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion
                                         of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust
Fund, provided that the Trustee and the Certificate Administrator have received an opinion of



 






    	A-5-4



    	 



    

 


			counsel (at the expense of the party
requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to
avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of
the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) 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 or (C) to
the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB, and/or any related
regulatory actions and/or interpretations;



 


		(v)	to
                                         make any other provisions with respect to matters or questions arising under the Pooling
                                         and Servicing Agreement or any other change, provided that the amendment will
                                         not adversely affect in any material respect the interests of any Certificateholder or,
                                         if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to
                                         modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5;
                                         provided that such modification does not increase the obligations of the Trustee,
                                         the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special
                                         Servicer without such party’s consent (which consent may not be withheld unless
                                         such modification would materially adversely affect such party or materially increase
                                         such party’s obligations under the Pooling and Servicing Agreement); provided,
                                         further that notice of such modification is provided to all parties to the Pooling
                                         and Servicing Agreement; and



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the ratings assigned to each Class of Certificates by any of the
                                         Rating Agencies, provided that the amendment will not adversely affect in any
                                         material respect the interests of any Certificateholder or, if applicable, any Serviced
                                         Companion Loan Holder;



 


provided
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting
an amendment for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee
with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:


 






    	A-5-5



    	 



    

 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans (or Serviced Whole Loan, if applicable) which are required to be distributed on
                                         a Certificate of any Class without the consent of the Holder of that Certificate or that
                                         are required to be distributed to any holder of a Serviced Companion Loan without the
                                         consent of that holder;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to the amendment or remove the requirement to obtain the consent of any Serviced
                                         Companion Loan Holder without the consent of the Holders of all Certificates of that
                                         Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change
                                         in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling
                                         and Servicing Agreement or a Loan Purchase Agreement without the consent of the affected
                                         Mortgage Loan Seller;



 


		(iv)	change
                                         the definition of “Servicing Standard” without either (1) consent of 100%
                                         of the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without
                                         the consent of 100% of the Certificateholders of the Class or Classes of Certificates
                                         adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
                                         which are required to consent to any action or inaction under the Pooling and Servicing
                                         Agreement, (b) the right of the Certificateholders to remove the Special Servicer
                                         pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders
                                         to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely
                                         affect the Controlling Class Representative without the consent of 100% of the Controlling
                                         Class Certificateholders;



 


		(vii)	adversely
                                         affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change
                                         in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
                                         the consent of the affected Underwriter or Initial Purchaser.



 


The
Holders of the Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early
termination of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate
Administrator, the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders)
any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the
related Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other
Pooling and Servicing Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of
(A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised
Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer
(such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of
the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect
to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase,
the aggregate amount of unreimbursed Advances made by such party, together with any interest accrued and payable to the Master
Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing
Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer
or the Special Servicer, as applicable, in connection with such purchase).


 






    	A-5-6



    	 



    

 


The
Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or
if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or,
if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such termination as provided above if such party first notifies
the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of
a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing at least 30 days prior to the
Anticipated Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or
by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section
9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate
Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion
Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final
Distribution Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the
Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or
interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable promptly following receipt thereof.


 


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 Pooling and Servicing
Agreement or be valid for any purpose.


 






    	A-5-7



    	 



    






 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-AB Certificate to be duly executed. 





	 	 	 	 
	 	 	U.S. BANK
    NATIONAL ASSOCIATION,

    not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory






 


Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-AB Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________ 


 





	 	 	 	 
	 	 	U.S.
                                         BANK NATIONAL ASSOCIATION,

                                         not in its individual capacity but solely as Authenticating Agent

	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory


 






    	A-5-8



    	 



    




  


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 Class A-AB  Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class A-AB Certificate of the entire Percentage Interest represented
by the within Class A-AB Certificates to the above-named Assignee(s) and to deliver such Class A-AB Certificate to the following
address:


 


Date:
_________________


 


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number




 






    	A-5-9



    	 



    

  


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




 





    	A-5-10



    	 



    

 







EXHIBIT
A-6


 


GS MORTGAGE
SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC34, CLASS X-A


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS 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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS 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 PRINCIPAL AMOUNTS OF THE CLASS A-1, CLASS A-2,
CLASS A-3, CLASS A-4 AND CLASS A-AB CERTIFICATES AND THE CLASS A-S REGULAR INTEREST. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-A CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


		1	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.




 






    	A-6-1



    	 



    










 


GS MORTGAGE
SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC34, CLASS X-A 


 


	Pass-Through Rate:  Variable
IO1	 	
	 	 	 
	First Distribution Date: November 13, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in October 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in November 2015, the date that would have been its Due Date in October 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-A Certificates:  $634,167,000	 	Scheduled Final Distribution Date: the Distribution Date in October 2025
	 	 	 





	
        CUSIP: 36250VAF9

         

         

        
	 	
        Initial Notional Amount of this
Certificate:  $[    ]

	ISIN:    US36250VAF94	 	 
	
          

        Common Code: 131265506 
	 	 
	 	 	 
	No.:  1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-A Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling 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 Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G, Class S and Class R Certificates
(together with the Class X-A Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National Association,
as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association,
as Master Servicer and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 





 



 


1
      The approximate Pass-Through Rate as of the Closing
Date is 1.537%.


 



    	A-6-2



    	 



    




 


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 Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in November 2015 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-A Certificates for such
Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-A Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) 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, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the
Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date (or with respect to a
Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (but in the case of
each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received
in respect of any REO Property (but in the case of


 






    	A-6-3



    	 



    

 


each Whole Loan, only to the extent of the Trust’s interest in the revenues
received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the
Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income
thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant
to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling 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 and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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 Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely
affect any holders of Certificates or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may
be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus
or the Prospectus Supplement or to correct any error;



		 	 



		(iii)	to change the timing and/or nature of deposits in the
Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account
or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests
of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party
requesting the amendment);



		 	 



		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to
                                                                                maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize
                                                                                the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have
                                                                                received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the



 


 



    	A-6-4



    	 



    







			action is necessary or desirable to maintain such qualification
or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder
of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) 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 or (C) to
the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB, and/or any related
regulatory actions and/or interpretations;



 



		(v)	to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely
affect in any material respect the interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as
evidenced by an opinion of counsel;



		 	 



		(vi)	to modify the procedures in the Pooling and Servicing
Agreement relating to Rule 17g-5; provided that such modification does not increase the obligations of the Trustee,
the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent
(which consent may not be withheld unless such modification would materially adversely affect such party or materially increase
such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such
modification is provided to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and
Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating
Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Serviced Companion Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment
shall:


 






    	A-6-5



    	 



    

 


		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans (or Serviced Whole Loan, if applicable) which are required to be distributed on a
Certificate of any Class without the consent of the Holder of that Certificate or that are required to be distributed to any holder
of a Serviced Companion Loan without the consent of that holder;



		 	 



		(ii)	reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to the amendment or remove the requirement to obtain the consent of any Serviced
Companion Loan Holder without the consent of the Holders of all Certificates of that Class then outstanding or the consent of
each Serviced Companion Loan Holder, as applicable;



		 	 



		(iii)	change in any manner the obligations or rights of any
Mortgage Loan Seller under the Pooling and Servicing Agreement or a Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller;



		 	 



		(iv)	change the definition of “Servicing Standard”
without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;



		 	 



		(v)	without the consent of 100% of the Certificateholders
of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders
to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders
to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;



		 	 



		(vi)	adversely affect the Controlling Class Representative
without the consent of 100% of the Controlling Class Certificateholders;



		 	 



		(vii)	adversely affect a Companion Loan Holder in its capacity
as such without its consent; or



		 	 



		(viii)	change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 






    	A-6-6



    	 



    

 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


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 Pooling and Servicing Agreement or
be valid for any purpose.


 









    	A-6-7



    	 



    




 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-A Certificate to be duly executed. 





	 	 	 	 
	 	 	U.S. BANK
    NATIONAL ASSOCIATION,

    not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory






 


Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________ 





	 	 	 	 
	 	 	U.S.
                                         BANK NATIONAL ASSOCIATION,

                                         not in its individual capacity but solely as Authenticating Agent

	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory


 






    	A-6-8



    	 



    




  


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 Class X-A  Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class X-A Certificate of the entire Percentage Interest represented
by the within Class X-A Certificates to the above-named Assignee(s) and to deliver such Class X-A Certificate to the following
address:


 


Date:
_________________


 


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number




 






    	A-6-9



    	 



    

  


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




 






    	A-6-10



    	 



    





 








EXHIBIT
A-7


 


GS MORTGAGE
SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC34, CLASS X-B


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS 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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS 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 PRINCIPAL AMOUNT OF THE CLASS B REGULAR
INTEREST. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH
BELOW.


 


THIS CLASS X-B CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



  


1         Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
        Global Certificate legend.



 






    	A-7-1



    	 



    

 





GS MORTGAGE
SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC34, CLASS X-B


 


	Pass-Through Rate:  Variable
IO1	 	
	 	 	 
	First Distribution Date: November 13, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in October 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in November 2015, the date that would have been its Due Date in October 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-B Certificates:  $48,782,000	 	Scheduled Final Distribution Date: the Distribution Date in October 2025
	 	 	 





	
        CUSIP:  36250VAG7

         

         

        
	 	
        Initial Notional Amount of this
Certificate:   $[   ]

	ISIN:    US36250VAG77	 	 
	 	 	 
	Common Code: 131265514	 	 
	 	 	 
	No.:  1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-B Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling 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 Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class X-A, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G, Class S and Class R
Certificates (together with the Class X-B Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National Association,
as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association,
as Master Servicer and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 





 



 


1
      The initial approximate Pass-Through Rate as of the Closing Date is 0.344%.


 






    	A-7-2



    	 



    

 





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 Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in November 2015 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-B Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-B Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) 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, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the
Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date (or with respect to a
Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (but in the case of
each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received
in respect of any REO Property (but in the case of


 






    	A-7-3



    	 



    

 


each Whole Loan, only to the extent of the Trust’s interest in the revenues
received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the
Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income
thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant
to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling 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 and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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 Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely
affect any holders of Certificates or any Serviced Companion Loan Holder;



		 	 



		(ii)	to correct or supplement any of its provisions which may
be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus
or the Prospectus Supplement or to correct any error;



		 	 



		(iii)	to change the timing and/or nature of deposits in the
Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account
or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests
of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party
requesting the amendment);



		 	 



		(iv)	to modify, eliminate or add to any of its provisions (A) to
the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate
Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the



 






    	A-7-4



    	 



    

 




			action is necessary or desirable to maintain such qualification or to avoid or minimize such
                                                                            risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or,
                                                                            if applicable, any Serviced Companion Loan Holder, (B) 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 or
                                                                            (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB,
                                                                            and/or any related regulatory actions and/or interpretations;



		 	 




		(v)	to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely
affect in any material respect the interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as
evidenced by an opinion of counsel;



		 	 



		(vi)	to modify the procedures in the Pooling and Servicing
Agreement relating to Rule 17g-5; provided that such modification does not increase the obligations of the Trustee,
the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent
(which consent may not be withheld unless such modification would materially adversely affect such party or materially increase
such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such
modification is provided to all parties to the Pooling and Servicing Agreement; and



		 	 



		(vii)	to amend or supplement any provision of the Pooling and
Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating
Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Serviced Companion Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment
shall:


 



    	A-7-5



    	 



    




		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans (or Serviced Whole Loan, if applicable) which are required to be distributed on a
Certificate of any Class without the consent of the Holder of that Certificate or that are required to be distributed to any holder
of a Serviced Companion Loan without the consent of that holder;



		 	 



		(ii)	reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to the amendment or remove the requirement to obtain the consent of any Serviced
Companion Loan Holder without the consent of the Holders of all Certificates of that Class then outstanding or the consent of
each Serviced Companion Loan Holder, as applicable;



		 	 



		(iii)	change in any manner the obligations or rights of any
Mortgage Loan Seller under the Pooling and Servicing Agreement or a Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller;



		 	 



		(iv)	change the definition of “Servicing Standard”
without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;



		 	 



		(v)	without the consent of 100% of the Certificateholders
of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders
to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders
to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;



		 	 



		(vi)	adversely affect the Controlling Class Representative
without the consent of 100% of the Controlling Class Certificateholders;



		 	 



		(vii)	adversely affect a Companion Loan Holder in its capacity
as such without its consent; or



		 	 



		(viii)	change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 






    	A-7-6



    	 



    

 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


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 Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-7-7



    	 



    







 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-B Certificate to be duly executed. 





	 	 	 	 
	 	 	U.S. BANK
    NATIONAL ASSOCIATION,

    not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory






 


Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________ 





	 	 	 	 
	 	 	U.S.
                                         BANK NATIONAL ASSOCIATION,

                                         not in its individual capacity but solely as Authenticating Agent

	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory


 






    	A-7-8



    	 



    




  


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 Class X-B   Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class X-B Certificate of the entire Percentage Interest
represented by the within Class  X-B Certificates to the above-named Assignee(s) and to deliver such Class X-B
Certificate to the following address:


 


Date:
_________________


 


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number




 






    	A-7-9



    	 



    

  


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




 






    	A-7-10



    	 



    














 


EXHIBIT
A-8


 


GS MORTGAGE
SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC34, CLASS X-D


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS 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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS 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 PRINCIPAL AMOUNT OF THE CLASS D CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-D CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



  


1
     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2      Global
Certificate legend.


  




    	A-8-1



    	 



    




 





GS MORTGAGE
SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC34, CLASS X-D


 


	Pass-Through Rate:  Variable IO1	 	
	 	 	 
	First Distribution Date: November 13, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in October 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in November 2015, the date that would have been its Due Date in October 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-D Certificates:  $51,964,000	 	Scheduled Final Distribution Date: the Distribution Date in October 2025
	 	 	 





	
        CUSIP:  36250VAN2 

         

        
	 	
        Initial Notional Amount of this
Certificate:   $[    ]

	
        ISIN:    US36250VAN29
	 	 
	 	 	 
	Common Code: 131276583	 	 
	 	 	 
	No.:  1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-D Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling 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 Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class E, Class F,
Class G, Class S and Class R Certificates (together with the Class X-D Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National Association,
as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association,
as Master Servicer and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 





 



 


1      
The initial approximate Pass-Through Rate as of the Closing Date is 1.831%.


 






    	A-8-2



    	 



    

 


 


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 Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in November 2015 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-D Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-D Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) 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, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the
Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date (or with respect to a
Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (but in the case of
each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received
in respect of any REO Property (but in the case of


 






    	A-8-3



    	 



    

 


each Whole Loan, only to the extent of the Trust’s interest in the revenues
received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the
Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income
thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant
to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling 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 and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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 Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely
affect any holders of Certificates or any Serviced Companion Loan Holder;



		 	 



		(ii)	to correct or supplement any of its provisions which may
be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus
or the Prospectus Supplement or to correct any error;



		 	 



		(iii)	to change the timing and/or nature of deposits in the
Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account
or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests
of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party
requesting the amendment);



		 	 



		(iv)	to modify, eliminate
or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided
that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting
the amendment) to the effect that (1) the



  






    	A-8-4



    	 



    



			action is necessary
or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in
any material respect the interests of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) 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 or (C) to the extent necessary to comply with the Investment Company Act, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;



  



		(v)	to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely
affect in any material respect the interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as
evidenced by an opinion of counsel;



		 	 



		(vi)	to modify the procedures in the Pooling and Servicing
Agreement relating to Rule 17g-5; provided that such modification does not increase the obligations of the Trustee,
the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent
(which consent may not be withheld unless such modification would materially adversely affect such party or materially increase
such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such
modification is provided to all parties to the Pooling and Servicing Agreement; and



		 	 



		(vii)	to amend or supplement any provision of the Pooling and
Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating
Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Serviced Companion Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment
shall:


 






    	A-8-5



    	 



    

 


		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans (or Serviced Whole Loan, if applicable) which are required to be distributed on a
Certificate of any Class without the consent of the Holder of that Certificate or that are required to be distributed to any holder
of a Serviced Companion Loan without the consent of that holder;



		 	 



		(ii)	reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to the amendment or remove the requirement to obtain the consent of any Serviced
Companion Loan Holder without the consent of the Holders of all Certificates of that Class then outstanding or the consent of
each Serviced Companion Loan Holder, as applicable;



		 	 



		(iii)	change in any manner the obligations or rights of any
Mortgage Loan Seller under the Pooling and Servicing Agreement or a Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller;



		 	 



		(iv)	change the definition of “Servicing Standard”
without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;



		 	 



		(v)	without the consent of 100% of the Certificateholders
of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders
to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders
to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;



		 	 



		(vi)	adversely affect the Controlling Class Representative
without the consent of 100% of the Controlling Class Certificateholders;



		 	 



		(vii)	adversely affect a Companion Loan Holder in its capacity
as such without its consent; or



		 	 



		(viii)	change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 






    	A-8-6



    	 



    

 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


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 Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-8-7



    	 



    

 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-D Certificate to be duly executed. 





	 	 	 	 
	 	 	U.S. BANK
    NATIONAL ASSOCIATION,

    not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory






 


Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________ 





	 	 	 	 
	 	 	U.S.
                                         BANK NATIONAL ASSOCIATION,

                                         not in its individual capacity but solely as Authenticating Agent

	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory


 






    	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 Class X-D Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class X-D Certificate of the entire Percentage Interest represented
by the within Class X-D Certificates to the above-named Assignee(s) and to deliver such Class X-D Certificate to the following
address:


 


Date:
_________________


 


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number




 






    	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




 






    	A-8-10



    	 



    




 

EXHIBIT
A-9


 


GS MORTGAGE
SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC34, CLASS A-S


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS 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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


IN ADDITION, SUBJECT
TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE
CERTIFICATES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE CLASS PEZ CERTIFICATES, PURSUANT TO THE
PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 


1      Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.


 


2      Global Certificate legend.


 


    	A-9-1



    	 



    

 

GS MORTGAGE
SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC34, CLASS A-S


 


	Pass-Through Rate: 3.911%	 	 
	 	 	 
	First Distribution Date: November 13, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in October 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in November 2015, the date that would have been its Due Date in October 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class A-S Certificates:  $40,298,000. The Aggregate Initial Certificate Principal Amount of the Class A-S Certificates represents the maximum aggregate Certificate Principal Amount of the Class A-S Certificates (without giving effect to any exchanges for other Exchangeable Certificates or any issuance of the Class PEZ Certificates)	 	Scheduled Final Distribution Date: the Distribution Date in October 2025
	 	 	 




	
        CUSIP: 36250VAH5

         

        	 	Initial Certificate Principal Amount of this Certificate: $[         ] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)
	
        ISIN:    US36250VAH50

        	 	 
	 	 	 
	Common Code: 131270526	 	 
	 	 	 
	No.:  1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-S Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling 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 Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class X-A, Class X-B, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G, Class S and Class
R Certificates (together with the Class A-S Certificates, the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National Association,
as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association,
as Master Servicer and Midland


 



    	A-9-2



    	 



    

 


Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


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 Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in November 2015 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-S Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-S Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) 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, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 



    	A-9-3



    	 



    

 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the
Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date (or with respect to a
Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (but in the case of
each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received
in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues
received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the
Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income
thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant
to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling 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 and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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 Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with certain other Exchangeable
Certificates set forth in the Pooling and Servicing Agreement, may be exchanged for the Class PEZ Certificates, pursuant to the
procedures set forth in the Pooling and Servicing Agreement.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 



    	A-9-4



    	 



    

 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain
the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of
imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion
of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable
to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) 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 or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 



    	A-9-5



    	 



    

 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment
shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer
pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor
pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), 


 


    	A-9-6



    	 



    
 


the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


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 Pooling and Servicing Agreement or
be valid for any purpose.


 


    	A-9-7



    	 



    




 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-S Certificate to be duly executed. 





	 	 	 	 
	 	 	U.S.
BANK NATIONAL ASSOCIATION,

not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory






 


Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-S Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________ 





	 	 	 	 
	 	 	U.S.
BANK NATIONAL ASSOCIATION,

not in its individual capacity but solely as Authenticating Agent

	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory


 






    	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 Class A-S  Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class A-S Certificate of the entire Percentage Interest represented
by the within Class A-S Certificates to the above-named Assignee(s) and to deliver such Class A-S Certificate to the following
address:


 


Date:
_________________


 


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number




 






    	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




 






    	A-9-10



    	 



    



 


EXHIBIT
A-10


 


GS MORTGAGE
SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC34, CLASS B


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS 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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


IN ADDITION, SUBJECT
TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE
CERTIFICATES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE CLASS PEZ CERTIFICATES, PURSUANT TO THE
PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

 


 



 

1     Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.


 


2     Global Certificate legend.


 


    	A-10-1



    	 



    

 

GS MORTGAGE
SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC34, CLASS B


 


	Pass-Through Rate:  The lesser of 4.466% per annum and the WAC Rate	 	 
	 	 	 
	First Distribution Date: November 13, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in October 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in November 2015, the date that would have been its Due Date in October 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class B Certificates:  $48,782,000.  The Aggregate Initial Certificate Principal Amount of the Class B Certificates represents the maximum aggregate Certificate Principal Amount of the Class B Certificates (without giving effect to any exchanges for other Exchangeable Certificates or any issuance of the Class PEZ Certificates)	 	Scheduled Final Distribution Date: the Distribution Date in October 2025
	 	 	 
	
        CUSIP:  36250VAJ1

         

        	 	Initial Certificate Principal Amount of this Certificate: $[         ] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)
	 	 	 
	
        ISIN:      US36250VAJ17


	 	 
	 	 	 
	Common Code: 131271042	 	 
	 	 	 
	No.:  1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class B Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling 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 Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class X-A, Class X-B, Class A-S, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G, Class S
and Class R Certificates (together with the Class B Certificates, the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National Association,
as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association,
as Master Servicer and Midland


 


    	A-10-2



    	 



    

 

Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


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 Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in November 2015 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class B Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class B Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) 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, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


    	A-10-3



    	 



    
 

This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the
Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date (or with respect to a
Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (but in the case of
each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received
in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues
received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the
Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income
thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant
to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling 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 and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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 Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with certain other Exchangeable
Certificates set forth in the Pooling and Servicing Agreement, may be exchanged for the Class PEZ Certificates, pursuant to the
procedures set forth in the Pooling and Servicing Agreement.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


    	A-10-4



    	 



    
 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain
the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of
imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion
of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable
to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) 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 or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


    	A-10-5



    	 



    
 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment
shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer
pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor
pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), 


 


    	A-10-6



    	 



    
 


the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


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 Pooling and Servicing Agreement or
be valid for any purpose.


 


    	A-10-7



    	 



    




 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class B Certificate to be duly executed. 





	 	 	 	 
	 	 	U.S.
BANK NATIONAL ASSOCIATION,

not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory






 


Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________ 





	 	 	 	 
	 	 	U.S.
BANK NATIONAL ASSOCIATION,

not in its individual capacity but solely as Authenticating Agent

	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory


 






    	A-10-8



    	 



    




  


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 Class B  Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class B Certificate of the entire Percentage Interest represented
by the within Class B Certificates to the above-named Assignee(s) and to deliver such Class B Certificate to the following
address:


 


Date:
_________________


 


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number




 






    	A-10-9



    	 



    

  


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




 



    	A-10-10



    	 



    

 

EXHIBIT
A-11


 


GS MORTGAGE
SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC34, CLASS PEZ


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS 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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY BE EXCHANGED FOR OTHER EXCHANGEABLE CERTIFICATES, PURSUANT
TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 


1 Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.


 


2 Global Certificate legend.

 


    	A-11-1



    	 



    
 


GS MORTGAGE
SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC34, CLASS PEZ


 


	Pass-Through Rate:  N/A.  The Class PEZ Certificates will be entitled to receive the sum of the interest distributable on the percentage interests of the Class A-S, Class B and Class C Regular Interests represented by the Class PEZ Certificates	 	 
	 	 	 
	First Distribution Date: November 13, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in October 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in November 2015, the date that would have been its Due Date in October 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class PEZ Certificates: $131,499,000.  The Aggregate Initial Certificate Principal Amount of the Class PEZ Certificates is equal to the aggregate of the maximum initial Certificate Principal Amounts of the Class A-S, Class B and Class C Certificates (without giving effect to any exchanges for other Exchangeable Certificates), representing the maximum Certificate Principal Amount of the Class PEZ Certificates that could be issued in an exchange	 	Scheduled Final Distribution Date: the Distribution Date in October 2025
	 	 	 
	
        CUSIP:  36250VAK8

         

        	 	Initial Certificate Principal Amount of this Certificate: $[         ] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)
	 	 	 
	
        ISIN:     US36250VAK89

        	 	 
	 	 	 
	Common Code: 131343744	 	 
	 	 	 
	No.:  1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class PEZ Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling 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 Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class X-D, Class E, Class F, Class G, Class S and
Class R Certificates (together with the Class PEZ Certificates, the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 



    	A-11-2



    	 



    

 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National Association,
as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association,
as Master Servicer and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of multiple “regular interests” in a “real estate mortgage investment conduit,” as
those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


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 Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in November 2015 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class PEZ Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class PEZ Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) 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, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to


 


    	A-11-3



    	 



    
 


surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the
Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date (or with respect to a
Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (but in the case of
each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received
in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues
received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the
Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income
thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant
to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling 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 and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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 Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate may be exchanged for other Exchangeable Certificates,
pursuant to the procedures set forth in the Pooling and Servicing Agreement.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 



    	A-11-4



    	 



    

 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain
the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of
imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion
of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable
to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) 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 or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any


 


    	A-11-5



    	 



    
 


Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment
shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer
pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor
pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and


 


    	A-11-6



    	 



    
 


Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


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 Pooling and Servicing Agreement or
be valid for any purpose.


 


    	A-11-7



    	 



    
 



IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class PEZ Certificate to be duly executed. 





	 	 	 	 
	 	 	U.S.
BANK NATIONAL ASSOCIATION,

not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory






 


Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class PEZ Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________ 





	 	 	 	 
	 	 	U.S.
BANK NATIONAL ASSOCIATION,

not in its individual capacity but solely as Authenticating Agent

	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory


 






    	A-11-8



    	 



    




  


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 Class PEZ  Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class PEZ Certificate of the entire Percentage Interest represented
by the within Class PEZ Certificates to the above-named Assignee(s) and to deliver such Class PEZ Certificate to the following
address:


 


Date:
_________________


 


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number




 






    	A-11-9



    	 



    

  


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




 






    	A-11-10



    	 



    


 


EXHIBIT A-12


GS
MORTGAGE SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC34, CLASS C


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS 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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE CERTIFICATES SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE CLASS PEZ CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN
THE POOLING AND SERVICING AGREEMENT.


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



	 	 	 
		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.
	 	 	 



		2	Global Certificate legend.







    	A-12-1



    	 



    

 


GS MORTGAGE SECURITIES
TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC34, CLASS C


 


	Pass-Through Rate:  The WAC Rate1	 	 
	 	 	 
	First Distribution Date: November 13, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in October 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in November 2015, the date that would have been its Due Date in October 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class C Certificates:  $42,419,000.  The Aggregate Initial Certificate Principal Amount of the Class C Certificates represents the maximum aggregate Certificate Principal Amount of the Class C Certificates (without giving effect to any exchanges for other Exchangeable Certificates or any issuance of the Class PEZ Certificates)	 	Scheduled Final Distribution Date: the Distribution Date in October 2025
	 	 	 
	CUSIP: 36250VAL6	 	Initial Certificate Principal Amount of this Certificate: $[          ] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)
	
        ISIN: US36250VAL62 
	 	 
	 	 	 
	Common Code: 131271069	 	 
	 	 	 
	No.:  1	 	 


This certifies
that [           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class C Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling 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 Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class D, Class X-D, Class E, Class F, Class G, Class
S and Class R Certificates (together with the Class C Certificates, the “Certificates”; the Holders of
Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


This Certificate
is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2015 (the
“Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank
National Association, as Certificate Administrator and Trustee, Pentalpha


 


 






	 	 	 
		1	The initial approximate
Pass-Through Rate as of the Closing Date is 4.810%.







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Surveillance
LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Master Servicer and Midland Loan Services, a Division of
PNC Bank, National Association, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate
represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,”
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


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 Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under
the Pooling and Servicing Agreement.


Pursuant to the
terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in November 2015 (each
such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class C Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


Interest accrued
on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class C Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) 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, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.






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This Certificate
is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in
the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to
the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled
payments on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date (or with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (but in the case
of each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received
in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues
received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the
Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income
thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant
to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


This Certificate
does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling 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 and Trustee.


As provided in
the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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 Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with certain other Exchangeable
Certificates set forth in the Pooling and Servicing Agreement, may be exchanged for the Class PEZ Certificates, pursuant to the
procedures set forth in the Pooling and Servicing Agreement.


The Pooling and
Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent
of any of the Certificateholders or, as applicable, any Companion Loan Holder:


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 



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		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain
the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of
imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion
of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable
to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) 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 or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations;



		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.






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The Pooling and
Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent
of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer
pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor
pursuant to the Pooling and Servicing Agreement;



		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



The Holders of
the Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans),






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the
Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances made by
such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect
of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will
be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such
purchase).


The Holders of
the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


The respective
obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate
Administrator and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other
than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and
Servicing Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution
Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


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 Pooling and Servicing Agreement or
be valid for any purpose.






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IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class C Certificate to be duly executed. 





	 	 	 	 
	 	 	U.S. BANK
    NATIONAL ASSOCIATION,

    not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By: 	 
	 	 	 	Authorized Signatory






 


Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class C Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________ 





	 	 	 	 
	 	 	U.S.
                                         BANK NATIONAL ASSOCIATION,

                                         not in its individual capacity but solely as Authenticating Agent

	 	 	 	 
	 	 	By: 	 
	 	 	 	Authorized Signatory


 






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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 Class C  Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class C Certificate of the entire Percentage Interest represented
by the within Class C Certificates to the above-named Assignee(s) and to deliver such Class C Certificate to the following
address:


 


Date:
_________________


 


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number




 






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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




 






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EXHIBIT A-13


GS
MORTGAGE SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC34, CLASS D


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS 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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.





 



	 	 	 
		1	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.
	 	 	 



		2	Global
Certificate legend.









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 GS
MORTGAGE SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC34, CLASS D


 


	Pass-Through Rate:  2.979%	 	 
	 	 	 
	First Distribution Date: November 13, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in October 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in November 2015, the date that would have been its Due Date in October 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class D Certificates:  $51,964,000	 	Scheduled Final Distribution Date: the Distribution Date in October 2025


 


	
        CUSIP:  36250VAM4 
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	 	 	 
	
        ISIN: US36250VAM46 
	 	 
	 	 	 
	Common Code: 131272669	 	 
	 	 	 
	No.:  1	 	 


This certifies
that [           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class D Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling 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 Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class X-D, Class E, Class F, Class G, Class
S and Class R Certificates (together with the Class D Certificates, the “Certificates”; the Holders of
Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


This Certificate
is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2015 (the
“Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank
National Association, as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank,
National Association, as Master Servicer and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


This Certificate
represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined,
respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.






    	A-13-2



    	 



    

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 Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under
the Pooling and Servicing Agreement.


Pursuant to the
terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in November 2015 (each
such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class D Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


Interest accrued
on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class D Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) 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, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


This Certificate
is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in
the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to
the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled
payments on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date (or with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (but in the case
of each Whole Loan, only to the extent of the Trust’s






    	A-13-3



    	 



    

 


interest
in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole Loan,
only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any
Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities
or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and
the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
and the SMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement;
and (xi) the Lower-Tier Regular Interests.


This Certificate
does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling 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 and Trustee.


As provided in
the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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 Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


The Pooling and
Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent
of any of the Certificateholders or, as applicable, any Companion Loan Holder:


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



		(iv)	to modify, eliminate or add to
any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor
Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the
Trustee and the Certificate Administrator have received an opinion of



 



    	A-13-4



    	 



    
	 	 	counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable
to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) 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 or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations;



		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


The Pooling and
Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent
of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:


 



    	A-13-5



    	 



    
		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer
pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor
pursuant to the Pooling and Servicing Agreement;



		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



The Holders of
the Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).






    	A-13-6



    	 



    

The Holders of
the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


The respective
obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate
Administrator and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other
than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and
Servicing Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution
Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


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 Pooling and Servicing Agreement or
be valid for any purpose.






    	A-13-7



    	 



    






 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class D Certificate to be duly executed. 





	 	 	 	 
	 	 	U.S. BANK
    NATIONAL ASSOCIATION,

    not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory






 


Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________ 





	 	 	 	 
	 	 	U.S.
                                         BANK NATIONAL ASSOCIATION,

                                         not in its individual capacity but solely as Authenticating Agent

	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory


 






    	A-13-8



    	 



    




  


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 Class D  Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class D Certificate of the entire Percentage Interest represented
by the within Class D Certificates to the above-named Assignee(s) and to deliver such Class D Certificate to the following
address:


 


Date:
_________________


 


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number




 






    	A-13-9



    	 



    

  


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




 






    	A-13-10



    	 



    



  


EXHIBIT A-14



GS
MORTGAGE SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC34, 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 POOLING 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 POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS 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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY





 



	 	 	 
		1	Temporary
Regulation S Global Certificate legend.
	 	 	 



		2	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.
	 	 	 



		3	 Global
Certificate legend.









    	A-14-1



    	 



    

(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) TO A NON-“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) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II)
ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE
COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION,
HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    	A-14-2



    	 



    

GS MORTGAGE SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC34, CLASS E


 


	Pass-Through Rate:  The WAC Rate1	 	 
	 	 	 
	First Distribution Date: November 13, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in October 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in November 2015, the date that would have been its Due Date in October 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class E Certificates:  $23,331,000	 	Scheduled Final Distribution Date: the Distribution Date in October 2025


 


	
        CUSIP: 36250VAP7

        U0409VAA3

        36250VAQ5

        

        

         
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	
        ISIN:     US36250VAP76

        USU0409VAA36

US36250VAQ59
	 	 
	 	 	 
	Common Code: 131176244	 	 
	 	 	 
	No.:  1	 	 


This certifies
that [           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class E Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling 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 Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class F, Class
G, Class S and Class R Certificates (together with the Class E Certificates, the “Certificates”; the Holders
of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


This Certificate
is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2015 (the
“Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank
National Association, as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank,
National Association, as Master Servicer and Midland


 





 



	 	 	 
		1	The
initial approximate Pass-Through Rate as of the Closing date is 4.810%







    	A-14-3



    	 



    

 


Loan
Services, a Division of PNC Bank, National Association, as Special Servicer. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate
represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined,
respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


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 Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under
the Pooling and Servicing Agreement.


Pursuant to the
terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in November 2015 (each
such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class E Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


Interest accrued
on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class E Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) 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, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


This Certificate
is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.






    	A-14-4



    	 



    

As provided in
the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to
the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled
payments on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date (or with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (but in the case
of each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received
in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues
received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the
Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income
thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant
to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


This Certificate
does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling 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 and Trustee.


As provided in
the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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 Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


The Pooling and
Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent
of any of the Certificateholders or, as applicable, any Companion Loan Holder:


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 



    	A-14-5



    	 



    
		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain
the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of
imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion
of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable
to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) 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 or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations;



		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



provided that
no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


The Pooling and
Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent
of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:


 



    	A-14-6



    	 



    
		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer
pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor
pursuant to the Pooling and Servicing Agreement;



		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



The Holders of
the Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).






    	A-14-7



    	 



    

The Holders of
the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


The respective
obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate
Administrator and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other
than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and
Servicing Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution
Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


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 Pooling and Servicing Agreement or
be valid for any purpose.






    	A-14-8



    	 



    






 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class E Certificate to be duly executed. 





	 	 	 	 
	 	 	U.S. BANK
    NATIONAL ASSOCIATION,

    not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory






 


Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________ 





	 	 	 	 
	 	 	U.S.
                                         BANK NATIONAL ASSOCIATION,

                                         not in its individual capacity but solely as Authenticating Agent

	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory


 






    	A-14-9



    	 



    




  


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 Class E  Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class E Certificate of the entire Percentage Interest represented
by the within Class E Certificates to the above-named Assignee(s) and to deliver such Class E Certificate to the following
address:


 


Date:
_________________


 


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number




 






    	A-14-10



    	 



    

  


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




 






    	A-14-11



    	 



    






 


EXHIBIT A-15



GS
MORTGAGE SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC34, 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 POOLING 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 POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS 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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY


 


 



	 	 	 
		1	Temporary
Regulation S Global Certificate legend.
	 	 	 



		2	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.
	 	 	 



		3	Global
Certificate legend.








    	A-15-1



    	 



    

(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) TO A NON-“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) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II)
ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE
COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION,
HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    	A-15-2



    	 



    



 


GS
MORTGAGE SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC34, CLASS F


 


	Pass-Through Rate: The WAC Rate1	 	 
	 	 	 
	First Distribution Date: November 13, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in October 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in November 2015, the date that would have been its Due Date in October 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class F Certificates:  $8,483,000	 	Scheduled Final Distribution Date: the Distribution Date in October 2025
	 	 	 


 


	
        CUSIP:  36250VAR3

        U0409VAB1

        36250VAS1

         
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	
        ISIN:      US36250VAR33

          USU0409VAB19

        US36250VAS16
	 	 
	 	 	 
	Common Code: 131176414	 	 
	 	 	 
	No.:  1	 	 


This certifies
that [           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class F Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling 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 Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class
G, Class S and Class R Certificates (together with the Class F Certificates, the “Certificates”; the Holders
of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


This Certificate
is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2015 (the
“Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank
National Association, as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank,
National Association, as Master Servicer and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.





 



	 	 	 
		1	The
initial approximate Pass-Through Rate as of the Closing date is 4.810%







    	A-15-3



    	 



    

This Certificate
represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined,
respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.




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 Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under
the Pooling and Servicing Agreement.


Pursuant to the
terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in November 2015 (each
such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class F Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


Interest accrued
on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class F Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) 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, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


This Certificate
is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in
the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to
the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled
payments on or collections in respect of the Mortgage Loans (excluding the CCRE






    	A-15-4



    	 



    

 


Strip)
due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the related
REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole Loan, only to the
extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s
and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant
to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases,
Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given
as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and
the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
and the SMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement;
and (xi) the Lower-Tier Regular Interests.


This Certificate
does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling 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 and Trustee.


As provided in
the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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 Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


The Pooling and
Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent
of any of the Certificateholders or, as applicable, any Companion Loan Holder:


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



		(iv)	to modify, eliminate or add to
any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor
Trust as a



 



    	A-15-5



    	 



    
	 	 	grantor trust or to avoid or minimize the risk of
imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion
of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable
to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) 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 or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations;



		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


The Pooling and
Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent
of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that 



 



    	A-15-6



    	 



    
	 	 	Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer
pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor
pursuant to the Pooling and Servicing Agreement;



		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



The Holders of
the Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


The Holders of
the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such






    	A-15-7



    	 



    

 


termination
as provided above if such party first notifies the Controlling Class Representative and each Certifying Certificateholder, or,
in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate Administrator (who shall notify
each of the Controlling Class Representative, each Certifying Certificateholder and the Master Servicer) of its intention to do
so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by
an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


The respective
obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate
Administrator and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other
than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and
Servicing Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution
Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


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 Pooling and Servicing Agreement or
be valid for any purpose.






    	A-15-8



    	 



    






 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class F Certificate to be duly executed. 





	 	 	 	 
	 	 	U.S. BANK
    NATIONAL ASSOCIATION,

    not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory






 


Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class F Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________ 





	 	 	 	 
	 	 	U.S.
                                         BANK NATIONAL ASSOCIATION,

                                         not in its individual capacity but solely as Authenticating Agent

	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory


 






    	A-15-9



    	 



    




  


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 Class F  Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class F Certificate of the entire Percentage Interest represented
by the within Class F Certificates to the above-named Assignee(s) and to deliver such Class F Certificate to the following
address:


 


Date:
_________________


 


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number




 






    	A-15-10



    	 



    

  


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




 






    	A-15-11



    	 



    



 


EXHIBIT
A-16



GS MORTGAGE SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC34, CLASS G


[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 POOLING 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 POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS 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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY





 



	 	 	 
		1	Temporary
Regulation S Global Certificate legend.
	 	 	 



		2	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.
	 	 	 



		3	Global
Certificate legend.









    	A-16-1



    	 



    

(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) TO A NON-“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) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II)
ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE
COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION,
HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.






    	A-16-2



    	 



    

 GS MORTGAGE
SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC34, CLASS G


 


	Pass-Through Rate:  The WAC Rate1	 	 
	 	 	 
	First Distribution Date: November 13, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in October 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in November 2015, the date that would have been its Due Date in October 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class G Certificates:  $39,238,739	 	Scheduled Final Distribution Date: the Distribution Date in October 2025


 


	
        CUSIP:  36250VAT9

        U0409VAC9

        36250VAU6

         
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	
        ISIN:     US36250VAT98

          USU0409VAC91

        US36250VAU61
	 	 
	 	 	 
	Common Code: 131176546	 	 
	 	 	 
	No.:  1	 	 


This certifies
that [           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class G Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling 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 Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F,
Class S and Class R Certificates (together with the Class G Certificates, the “Certificates”; the Holders
of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


This Certificate
is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2015 (the
“Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank
National Association, as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank,
National Association, as Master Servicer and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 





 



	 	 	 
		1	The
initial approximate Pass-Through Rate as of the Closing date is 4.810%







    	A-16-3



    	 



    

This Certificate
represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined,
respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


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 Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under
the Pooling and Servicing Agreement.


Pursuant to the
terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in November 2015 (each
such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class G Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


Interest accrued
on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class G Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) 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, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


This Certificate
is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in
the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to
the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled
payments on or collections in respect of the Mortgage Loans (excluding the CCRE






    	A-16-4



    	 



    

 


Strip)
due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the related
REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole Loan, only to the
extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s
and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant
to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases,
Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given
as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and
the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
and the SMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement;
and (xi) the Lower-Tier Regular Interests.


This Certificate
does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling 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 and Trustee.


As provided in
the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator 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 Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


The Pooling and
Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent
of any of the Certificateholders or, as applicable, any Companion Loan Holder:


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



		(iv)	to modify, eliminate or add to
any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor
Trust as a



 



    	A-16-5



    	 



    
	 	 	grantor trust or to avoid or minimize the risk of
imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion
of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable
to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) 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 or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations;



		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


The Pooling and
Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent
of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that 



 



    	A-16-6



    	 



    
	 	 	Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer
pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor
pursuant to the Pooling and Servicing Agreement;



		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



The Holders of
the Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


The Holders of
the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such






    	A-16-7



    	 



    

 


termination
as provided above if such party first notifies the Controlling Class Representative and each Certifying Certificateholder, or,
in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate Administrator (who shall notify
each of the Controlling Class Representative, each Certifying Certificateholder and the Master Servicer) of its intention to do
so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by
an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


The respective
obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate
Administrator and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other
than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and
Servicing Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution
Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


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 Pooling and Servicing Agreement or
be valid for any purpose.






    	A-16-8



    	 



    






 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class G Certificate to be duly executed. 





	 	 	 	 
	 	 	U.S. BANK
    NATIONAL ASSOCIATION,

    not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory






 


Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class G Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________ 





	 	 	 	 
	 	 	U.S.
                                         BANK NATIONAL ASSOCIATION,

                                         not in its individual capacity but solely as Authenticating Agent

	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory


 






    	A-16-9



    	 



    




  


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 Class G  Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class G Certificate of the entire Percentage Interest represented
by the within Class G Certificates to the above-named Assignee(s) and to deliver such Class G Certificate to the following
address:


 


Date:
_________________


 


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number




 






    	A-16-10



    	 



    

  


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




 






    	A-16-11



    	 



    



  




EXHIBIT
A-17


 


GS
MORTGAGE SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC34, CLASS S


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE,
THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) 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
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 



    	A-17-1



    	 



    

 


GS
MORTGAGE SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC34, CLASS S


 


	Percentage
    Interest:  [     ]%	 	 
	 	 	 
	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in October 2015 for that Mortgage Loan (or, in the case
    of any Mortgage Loan that has its first Due Date in November 2015, the date that would have been its Due Date in October 2015
    under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).	 	 


 


	CUSIP:
  36250VAV4

  U0409VAD7
   36250VAW2
	 	 
	 	 	 
	ISIN:       US36250VAV45

  USU0409VAD74

  US36250VAW28
	 	 
	 	 	 
	No.:  1	 	 


 


This
certifies that [           ] is the registered owner of an interest in
a Trust Fund, including the distributions to be made with respect to the Class S Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling 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 Pooling and Servicing
Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision
of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D,
Class E, Class F, Class G and Class R Certificates (together with the Class S Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October
1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
U.S. Bank National Association, as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells
Fargo Bank, National Association, as Master Servicer and Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling and Servicing Agreement.


 


This
Certificate represents a beneficial ownership of Excess Interest and the Excess Interest Distribution Account. Each holder of
this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate
in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and
other taxes imposed on or measured by income.


 


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 Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 






    	A-17-2



    	 



    

  


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in November 2015 (each
such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of the aggregate amount, if any, allocable to the Class S Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business
Day, the immediately preceding Business Day. Distributions are required to be made (a) 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, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. If within two years after the second notice any Certificates
shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class S Certificateholders all amounts distributable
to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of
the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, Excess Interest actually collected in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are
subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date
(or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property
(but in the case of each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all
revenues received in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any
security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for
any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts
and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution
Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements
relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase


 






    	A-17-3



    	 



    

 


Agreements and the SMC Guaranty
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier
Regular Interests.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling 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 and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator 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 Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer,
the Special Servicer, the Operating Advisor, 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 Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee,
the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without
the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to
cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or any Serviced Companion Loan
Holder;



 


		(ii)	to
correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement
or with the description thereof in the Prospectus or the Prospectus Supplement or to correct any error;



 


		(iii)	to
change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable
Distribution Account, any Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance
Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not
adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Holder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust
Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification
or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder
of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) 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 or (C) to
the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB, and/or any related
regulatory actions and/or interpretations;



 






    	A-17-4



    	 



    




 


		(v)	to
make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder
or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to
modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that such modification
does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or
the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially
adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement);
provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement;
and



 


		(vii)	to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned
to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any
material respect the interests of any Certificateholder or, if applicable, any Serviced Companion Loan Holder;



 


provided that no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting
an amendment for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee
with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:


 


		(i)	reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans (or Serviced Whole Loan, if applicable)
which are required to be distributed on a Certificate of any Class without the consent of the Holder of that Certificate or that
are required to be distributed to any holder of a Serviced Companion Loan without the consent of that holder;



 


		(ii)	reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment or remove
the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent of the Holders of all Certificates
of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or a Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller;



 






    	A-17-5



    	 



    

 


		(iv)	change
the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2)
Rating Agency Confirmation;



 


		(v)	without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the
percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and
Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing
Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing
Agreement;



 


		(vi)	adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;



 


		(vii)	adversely
affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change
in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter
or Initial Purchaser.



 


The
Holders of the Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early
termination of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate
Administrator, the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders)
any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the
related Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other
Pooling and Servicing Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of
(A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised
Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer
(such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of
the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect
to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase,
the aggregate amount of unreimbursed Advances made by such party, together with any interest accrued and payable to the Master
Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing
Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer
or the Special Servicer, as applicable, in connection with such purchase).


 


The
Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or
if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or,
if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such termination as provided above if such party first notifies
the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of
a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing at least 30 days prior to the
Anticipated Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or
by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section
9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate
Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion
Loans (other than the obligation to make certain payments and to send


 






    	A-17-6



    	 



    




 


certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final
Distribution Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the
Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or
interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable promptly following receipt thereof.


 


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 Pooling and Servicing
Agreement or be valid for any purpose.


 






    	A-17-7



    	 



    

  


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class S Certificate to be duly executed. 





	 	 	 	 
	 	 	U.S.
BANK NATIONAL ASSOCIATION,

not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:  	 
	 	 	 	Authorized Signatory






 


Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class S Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________ 





	 	 	 	 
	 	 	U.S.
BANK NATIONAL ASSOCIATION,

not in its individual capacity but solely as Authenticating Agent

	 	 	 	 
	 	 	By:  	 
	 	 	 	Authorized Signatory


 






    	A-17-8



    	 



    




  


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 Class S  Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class S Certificate of the entire Percentage Interest represented
by the within Class S Certificates to the above-named Assignee(s) and to deliver such Class S Certificate to the following
address:


 


Date:
_________________


 


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number




 






    	A-17-9



    	 



    

  


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




 






    	A-17-10



    	 



    







 


EXHIBIT
A-18


 


GS
MORTGAGE SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC34, CLASS R


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE,
THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE
OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY
TO DISQUALIFIED ORGANIZATIONS, INSTITUTIONS THAT ARE NOT U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTIONS 5.02 AND 5.03
OF THE POOLING AND SERVICING AGREEMENT, 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


 






    	A-18-1



    	 



    

 


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. THIS CERTIFICATE REPRESENTS MULTIPLE “NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN
TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME
TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR
MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO
TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 



    	A-18-2



    	 



    

  


GS
MORTGAGE SECURITIES TRUST 2015-GC34

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC34, CLASS R


 


	Percentage
    Interest:  [     ]%	 	 
	 	 	 
	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in October 2015 for that Mortgage Loan (or, in the case
    of any Mortgage Loan that has its first Due Date in November 2015, the date that would have been its Due Date in October 2015
    under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).	 	 
	 	 	 





	CUSIP:   36250VAX0

                                       U0409VAE5

                           
                                          36250VAY8
	 	 
	 	 	 
	ISIN:
      US36250VAX01

USU0409VAE57

US36250VAY83
	 	 
	 	 	 
	No.:  1	 	 


 


This
certifies that [           ] is the registered owner of an interest in
a Trust Fund, including the distributions to be made with respect to the Class R Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling 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 Pooling and Servicing
Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision
of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D,
Class E, Class F, Class G and Class S Certificates (together with the Class R Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October
1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
U.S. Bank National Association, as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells
Fargo Bank, National Association, as Master Servicer and Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling 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
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 Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 






    	A-18-3



    	 



    

 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in November 2015 (each
such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of the aggregate amount, if any, allocable to the Class R Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business
Day, the immediately preceding Business Day. Distributions are required to be made (a) 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, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. If within two years after the second notice any Certificates
shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable
to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of
the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are
subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date
(or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property
(but in the case of each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all
revenues received in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any
security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for
any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts
and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution
Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements
relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase


 






    	A-18-4



    	 



    

 


Agreements and the SMC Guaranty
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier
Regular Interests.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling 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 and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator 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 Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer,
the Special Servicer, the Operating Advisor, 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 Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee,
the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without
the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to
cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or any Serviced Companion Loan
Holder;



 


		(ii)	to
correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement
or with the description thereof in the Prospectus or the Prospectus Supplement or to correct any error;



 


		(iii)	to
change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable
Distribution Account, any Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance
Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not
adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Holder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust
Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification
or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder
of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) 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 or (C) to
the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB, and/or any related
regulatory actions and/or interpretations;



 






    	A-18-5



    	 



    

 


		(v)	to
make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder
or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to
modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that such modification
does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or
the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially
adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement);
provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement;
and



 


		(vii)	to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned
to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any
material respect the interests of any Certificateholder or, if applicable, any Serviced Companion Loan Holder;



 


provided
that no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or
consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class
Representative without the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the
Operating Advisor; (iii) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling
and Servicing Agreement or the applicable Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;
(iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the
affected Underwriter or Initial Purchaser; or (v) adversely affect any Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless
the Master Servicer, the Special Servicer or Trustee is requesting an amendment for the benefit of the Certificateholders,
then such expense will be borne by the Trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee
with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:


 






    	A-18-6



    	 



    

 


		(i)	reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans (or Serviced Whole Loan, if applicable)
which are required to be distributed on a Certificate of any Class without the consent of the Holder of that Certificate or that
are required to be distributed to any holder of a Serviced Companion Loan without the consent of that holder;



 


		(ii)	reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment or remove
the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent of the Holders of all Certificates
of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or a Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change
the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2)
Rating Agency Confirmation;



 


		(v)	without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the
percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and
Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing
Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing
Agreement;



 


		(vi)	adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;



 


		(vii)	adversely
affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change
in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter
or Initial Purchaser.



 


The
Holders of the Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early
termination of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate
Administrator, the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders)
any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the
related Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other
Pooling and Servicing Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of
(A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised
Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer
(such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of
the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect
to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase,
the aggregate amount of unreimbursed Advances made by such party, together with any interest accrued and payable to the Master
Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing
Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer
or the Special Servicer, as applicable, in connection with such purchase).


 






    	A-18-7



    	 



    

 


The
Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or
if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or,
if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such termination as provided above if such party first notifies
the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of
a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing at least 30 days prior to the
Anticipated Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or
by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section
9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate
Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion
Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final
Distribution Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the
Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or
interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable promptly following receipt thereof.


 


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 Pooling and Servicing
Agreement or be valid for any purpose.


 






    	A-18-8



    	 



    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class R Certificate to be duly executed. 





	 	 	 	 
	 	 	U.S.
BANK NATIONAL ASSOCIATION,

not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By: 	 
	 	 	 	Authorized Signatory






 


Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class R Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________ 





	 	 	 	 
	 	 	U.S.
BANK NATIONAL ASSOCIATION,

not in its individual capacity but solely as Authenticating Agent

	 	 	 	 
	 	 	By: 	 
	 	 	 	Authorized Signatory


 






    	A-18-9



    	 



    




  


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 Class R  Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class R Certificate of the entire Percentage Interest represented
by the within Class R Certificates to the above-named Assignee(s) and to deliver such Class R Certificate to the following
address:


 


Date:
_________________


 


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number




 






    	A-18-10



    	 



    

  


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




 






    A-18-11


    


    










 


 


EXHIBIT B



MORTGAGE LOAN SCHEDULE


 


    	 



    	 



    

 




 


GC34 ML Schedule


 


	Control Number	 	Footnotes	 	Loan Number	 	Property Name	 	Address	 	City	 	State	 	Zip Code	 	Cut-Off Date Balance ($)	 	Mortgage Loan Rate (%)	 	Remaining Term To Maturity (Mos.)	 	Maturity Date	 	Remaining Amortization Term (Mos.)
	1	 	1	 	8788	 	Illinois Center	 	 	 	 	 	 	 	 	 	100,000,000	 	4.4950%	 	118	 	8/6/2025	 	360
	1.01	 	 	 	10576	 	111 East Wacker	 	111 East Wacker Drive	 	Chicago	 	Illinois	 	60601	 	 	 	 	 	 	 	 	 	 
	1.02	 	 	 	10631	 	233 North Michigan Avenue	 	233 North Michigan Avenue	 	Chicago	 	Illinois	 	60601	 	 	 	 	 	 	 	 	 	 
	2	 	2	 	8633	 	750 Lexington Avenue	 	750 Lexington Avenue	 	New York	 	New York	 	10022	 	84,500,000	 	4.5500%	 	120	 	10/6/2025	 	360
	3	 	3	 	7NN2T5	 	Hammons Hotel Portfolio	 	 	 	 	 	 	 	 	 	72,412,136	 	4.9535%	 	119	 	9/6/2025	 	359
	3.01	 	 	 	7NN2T5-1	 	Embassy Suites Concord, NC	 	5400 John Q Hammons Drive Northwest	 	Concord	 	North Carolina	 	28027	 	 	 	 	 	 	 	 	 	 
	3.02	 	 	 	7NN2T5-2	 	Embassy Suites Murfreesboro, TN	 	1200 Conference Center Boulevard	 	Murfreesboro	 	Tennessee	 	37129	 	 	 	 	 	 	 	 	 	 
	3.03	 	 	 	7NN2T5-3	 	Embassy Suites Norman, OK	 	2501 Conference Drive	 	Norman	 	Oklahoma	 	73069	 	 	 	 	 	 	 	 	 	 
	3.04	 	 	 	7NN2T5-4	 	Courtyard by Marriott Dallas/Allen, TX	 	210 East Stacy Road	 	Allen	 	Texas	 	75002	 	 	 	 	 	 	 	 	 	 
	3.05	 	 	 	7NN2T5-7	 	Renaissance by Marriott Phoenix/Glendale, AZ	 	9495 West Coyotes Boulevard, 6633 North 95th Street, 9460 Coyotes Street and 9494 West Maryland Avenue	 	Glendale	 	Arizona	 	85305	 	 	 	 	 	 	 	 	 	 
	3.06	 	 	 	7NN2T5-6	 	Embassy Suites Huntsville, AL	 	800 Monroe Street Southwest	 	Huntsville	 	Alabama	 	35801	 	 	 	 	 	 	 	 	 	 
	3.07	 	 	 	7NN2T5-5	 	Residence Inn by Marriott Kansas City, MO	 	10300 North Ambassador Drive	 	Kansas City	 	Missouri	 	64153	 	 	 	 	 	 	 	 	 	 
	4	 	 	 	1	 	Parkside at So7	 	2401 West 7th Street	 	Fort Worth	 	Texas	 	76107	 	54,100,000	 	4.7440%	 	120	 	10/6/2025	 	360
	5	 	 	 	10078	 	444-450 West 56th Street	 	444-450 West 56th Street	 	New York	 	New York	 	10019	 	30,000,000	 	4.3000%	 	120	 	10/6/2025	 	0
	6	 	 	 	7NWC72	 	Denton Center	 	500-1042 West University Drive	 	Denton	 	Texas	 	76201	 	29,750,000	 	4.5000%	 	119	 	9/6/2025	 	0
	7	 	 	 	8760	 	Bluejay Grocery Portfolio	 	 	 	 	 	 	 	 	 	27,448,750	 	4.5000%	 	118	 	8/6/2025	 	360
	7.01	 	 	 	8760-1	 	Pick N Save	 	1735 West Silver Spring Drive	 	Glendale	 	Wisconsin	 	53209	 	 	 	 	 	 	 	 	 	 
	7.02	 	 	 	8760-2	 	Marsh Kokomo	 	208 East Southway Boulevard	 	Kokomo	 	Indiana	 	46902	 	 	 	 	 	 	 	 	 	 
	7.03	 	 	 	8760-3	 	Copps Madison	 	620 South Whitney Way	 	Madison	 	Wisconsin	 	53711	 	 	 	 	 	 	 	 	 	 
	7.04	 	 	 	8760-4	 	Tops Lockport	 	3945 Lockport-Olcott Road	 	Lockport	 	New York	 	14094	 	 	 	 	 	 	 	 	 	 
	8	 	 	 	MC002AB61	 	The Heights at State College Phase III 	 	201 Northwick Boulevard	 	State College	 	Pennsylvania	 	16803	 	24,000,000	 	4.5500%	 	119	 	9/6/2025	 	360
	9	 	 	 	7N1259	 	Festival at Sawmill Centre	 	6262 Sawmill Road	 	Dublin	 	Ohio	 	43017	 	23,470,181	 	4.7035%	 	119	 	9/6/2025	 	359
	10	 	 	 	MC002BCF8	 	Woodlands Corporate Center and 7049 Williams Road Portfolio	 	 	 	 	 	 	 	 	 	23,300,000	 	4.8700%	 	119	 	9/6/2025	 	360
	10.01	 	 	 	MC002BCF8 - MC002C085	 	Woodlands West	 	3780, 3784, 3790, 3794 and 3799 Commerce Court	 	North Tonawanda	 	New York	 	14120	 	 	 	 	 	 	 	 	 	 
	10.02	 	 	 	MC002BCF8 - MC002C093	 	Woodlands East	 	3829 and 3949 Forest Parkway	 	North Tonawanda	 	New York	 	14120	 	 	 	 	 	 	 	 	 	 
	10.03	 	 	 	MC002BCF8 - MC002C0A0	 	7049 Williams Road	 	7049 Williams Road	 	Niagara Falls	 	New York	 	14304	 	 	 	 	 	 	 	 	 	 
	11	 	 	 	MC0028B74	 	615 Alpha Drive	 	615 Alpha Drive	 	Pittsburgh	 	Pennsylvania	 	15238	 	19,290,000	 	4.6820%	 	120	 	10/6/2025	 	360
	12	 	4	 	7NY1D9	 	DoubleTree Hotel Universal	 	5780 Major Boulevard	 	Orlando	 	Florida	 	32819	 	18,500,000	 	4.9000%	 	120	 	10/6/2025	 	360
	13	 	 	 	MC00266B5	 	Regalia Mansfield/Dolce	 	350 North State Highway 360	 	Mansfield	 	Texas	 	76063	 	17,050,000	 	4.6900%	 	118	 	8/6/2025	 	360
	14	 	 	 	 	 	Lake Fredrica Shopping Center	 	3902 South Semoran Boulevard	 	Orlando	 	Florida	 	32822	 	16,000,000	 	5.0040%	 	119	 	9/6/2025	 	360
	15	 	 	 	7NYGG4	 	Westlake Center	 	4555 Lake Forest Drive	 	Blue Ash	 	Ohio	 	45242	 	14,940,000	 	4.4990%	 	119	 	9/6/2025	 	360
	16	 	 	 	7NUCA9	 	Church Lane Shopping Center	 	9918, 9920, 9924 and 9946 York Road	 	Cockeysville	 	Maryland	 	21030	 	14,625,000	 	4.6000%	 	119	 	9/6/2025	 	360
	17	 	5	 	2	 	Hyatt Place Texas Portfolio	 	 	 	 	 	 	 	 	 	13,500,000	 	4.8200%	 	60	 	10/6/2020	 	360
	17.01	 	 	 	2.01	 	Hyatt Place Austin	 	3612 Tudor Boulevard	 	Austin	 	Texas	 	78759	 	 	 	 	 	 	 	 	 	 
	17.02	 	 	 	2.02	 	Hyatt Place San Antonio	 	7615 Jones Maltsberger Road	 	San Antonio	 	Texas	 	78216	 	 	 	 	 	 	 	 	 	 
	17.03	 	 	 	2.03	 	Hyatt Place Dallas	 	1542 North Highway 360	 	Grand Prairie	 	Texas	 	75050	 	 	 	 	 	 	 	 	 	 
	18	 	 	 	 	 	Parkville Commons	 	9107 Northwest Highway 45	 	Parkville	 	Missouri	 	64152	 	12,600,000	 	4.8500%	 	120	 	10/6/2025	 	276
	19	 	 	 	10638	 	Carnegie Park	 	26601 West Carnegie Park Drive	 	Southfield	 	Michigan	 	48034	 	12,420,000	 	4.9300%	 	119	 	9/6/2025	 	360
	20	 	 	 	7NU3B7	 	Shoppes at City Centre	 	11201-11261 United States Highway 1	 	North Palm Beach	 	Florida	 	33408	 	12,350,000	 	4.5695%	 	119	 	9/6/2025	 	0
	21	 	 	 	 	 	GSP MHP Portfolio III	 	 	 	 	 	 	 	 	 	12,289,443	 	4.7235%	 	119	 	9/6/2025	 	359
	21.01	 	 	 	 	 	Mill Creek Estates MHP	 	1 Shawna Avenue	 	York	 	Pennsylvania	 	17402	 	 	 	 	 	 	 	 	 	 
	21.02	 	 	 	 	 	Newberry Farms MHP	 	700 Cassel Road	 	Manchester	 	Pennsylvania	 	17345	 	 	 	 	 	 	 	 	 	 
	22	 	 	 	 	 	Deer Run MHP	 	2 Birdell Road	 	Honey Brook	 	Pennsylvania	 	19344	 	12,084,702	 	4.7235%	 	119	 	9/6/2025	 	359
	23	 	6	 	 	 	LA Fitness Powell	 	3474 Sawmill Drive	 	Powell	 	Ohio	 	43065	 	11,500,000	 	5.3240%	 	60	 	10/6/2020	 	360
	24	 	 	 	8693	 	Gratiot Crossing	 	50700 Gratiot Avenue	 	Chesterfield	 	Michigan	 	48051	 	11,150,000	 	4.4600%	 	119	 	9/6/2025	 	360
	25	 	 	 	7NYFZ3	 	Pfeiffer Woods	 	5151 Pfeiffer Road	 	Blue Ash	 	Ohio	 	45242	 	11,050,000	 	4.4990%	 	119	 	9/6/2025	 	360
	26	 	 	 	MC0028F88	 	Artmore Hotel	 	1302 West Peachtree Street Northwest	 	Atlanta	 	Georgia	 	30309	 	10,686,649	 	4.7950%	 	119	 	9/6/2025	 	359
	27	 	 	 	7NWC15	 	Villas at Waters Edge	 	2019 31st Avenue West	 	Bradenton	 	Florida	 	34205	 	10,600,000	 	4.7375%	 	120	 	10/6/2025	 	360
	28	 	 	 	7NV9P8	 	Copper Palms Apartment	 	12810 North Cave Creek Road	 	Phoenix	 	Arizona	 	85022	 	10,425,000	 	4.8315%	 	120	 	10/6/2025	 	360
	29	 	 	 	8662	 	Park on Clairmont	 	3180 Clairmont Road Northeast	 	Brookhaven	 	Georgia	 	30329	 	8,318,125	 	4.7100%	 	119	 	9/6/2025	 	360
	30	 	 	 	10022	 	Station 3 Lofts	 	333 East Parent Avenue	 	Royal Oak	 	Michigan	 	48067	 	7,800,000	 	4.7000%	 	119	 	9/6/2025	 	360
	31	 	 	 	8634	 	222 East 59th Street	 	222 East 59th Street	 	New York	 	New York	 	10022	 	7,500,000	 	4.6500%	 	120	 	10/6/2025	 	360
	32	 	 	 	 	 	Meadowview MHP	 	2900 Oakland Road	 	Dover	 	Pennsylvania	 	17315	 	6,641,593	 	4.7235%	 	119	 	9/6/2025	 	359
	33	 	 	 	3	 	Coors Central Shopping Center	 	111 Coors Boulevard Northwest	 	Albuquerque	 	New Mexico	 	87121	 	6,541,819	 	4.7900%	 	119	 	9/6/2025	 	359
	34	 	 	 	4	 	Genesis Plaza	 	4995 Murphy Canyon Road	 	San Diego	 	California	 	92123	 	6,500,000	 	4.7080%	 	119	 	9/6/2025	 	360
	35	 	 	 	7NU384	 	North Village	 	2101 West Anderson Lane	 	Austin	 	Texas	 	78757	 	6,230,000	 	4.3915%	 	119	 	9/6/2025	 	360
	36	 	 	 	7NCUR2	 	Canterbury Apartments	 	3440 Oletangy River Road	 	Columbus	 	Ohio	 	43202	 	6,092,214	 	4.6715%	 	119	 	9/6/2025	 	359
	37	 	 	 	 	 	Dobson Medical Office	 	725 South Dobson Road	 	Chandler	 	Arizona	 	85224	 	6,000,000	 	4.9430%	 	119	 	9/6/2025	 	360
	38	 	 	 	7NFDA1	 	Surprise Crossing	 	13710, 13780, 13794 and 13856 West Waddell Road	 	Surprise	 	Arizona	 	85379	 	5,842,185	 	4.4205%	 	119	 	9/6/2025	 	359
	39	 	 	 	MC0028E48	 	1445 North Loop West	 	1445 North Loop West	 	Houston	 	Texas	 	77008	 	5,785,715	 	4.6000%	 	118	 	8/6/2025	 	358
	40	 	 	 	MC0028928	 	Webster Plaza	 	528 West Bay Area Boulevard	 	Webster	 	Texas	 	77598	 	5,785,247	 	4.4400%	 	118	 	8/6/2025	 	358
	41	 	 	 	 	 	Tall Tree Apartments	 	420 Connell Road	 	Valdosta	 	Georgia	 	31602	 	5,700,000	 	4.9575%	 	119	 	9/6/2025	 	360
	42	 	 	 	5	 	Oceanside Square	 	4750-4760 Oceanside Boulevard	 	Oceanside	 	California	 	92056	 	5,200,000	 	4.7500%	 	119	 	9/6/2025	 	360
	43	 	 	 	7NUOZ1	 	Colonnade of Royal Forest Shopping Center	 	2665 Royal Forest Drive	 	Kingwood	 	Texas	 	77339	 	5,100,000	 	4.6000%	 	120	 	10/6/2025	 	360
	44	 	 	 	6	 	US Storage Center Portfolio	 	 	 	 	 	 	 	 	 	4,800,000	 	4.8600%	 	60	 	10/6/2020	 	360
	44.01	 	 	 	6.01	 	US Storage Center Peoria	 	19315 North 83rd Avenue	 	Peoria	 	Arizona	 	85382	 	 	 	 	 	 	 	 	 	 
	44.02	 	 	 	6.02	 	US Storage Center Phoenix	 	2331 West Indian School Road	 	Phoenix	 	Arizona	 	85015	 	 	 	 	 	 	 	 	 	 
	45	 	7	 	7	 	Drakeshire Apartments	 	55 Suzanne Drive	 	Lapeer	 	Michigan	 	48446	 	3,761,332	 	4.6470%	 	119	 	9/6/2025	 	299
	46	 	7	 	8	 	Drakeshire Plaza	 	1779-1811 West Genesee Street	 	Lapeer	 	Michigan	 	48446	 	598,938	 	4.6470%	 	119	 	9/6/2025	 	299
	47	 	 	 	7NSBG2	 	Stonecrest Center	 	3001 Stonecrest Promenade	 	Lithonia	 	Georgia	 	30038	 	3,992,908	 	4.6335%	 	119	 	9/6/2025	 	299
	48	 	 	 	9	 	Cook Street Office	 	41865 Boardwalk	 	Palm Desert	 	California	 	92111	 	3,945,096	 	4.8220%	 	119	 	9/6/2025	 	359
	49	 	 	 	8477	 	Montgomeryville Self Storage Portfolio	 	 	 	 	 	 	 	 	 	3,900,000	 	4.8300%	 	120	 	10/6/2025	 	360
	49.01	 	 	 	8477-1	 	Xtra Space Self-Storage	 	947 Bethlehem Pike	 	Montgomeryville	 	Pennsylvania	 	18936	 	 	 	 	 	 	 	 	 	 
	49.02	 	 	 	8477-2	 	Montgomeryville Mini Storage	 	1070 Bethlehem Pike	 	Montgomeryville	 	Pennsylvania	 	18936	 	 	 	 	 	 	 	 	 	 
	50	 	 	 	MC0029BC1	 	Security Plus Self Storage	 	2253 East University Drive	 	Mesa	 	Arizona	 	85213	 	3,700,000	 	4.4950%	 	118	 	8/6/2025	 	360
	51	 	 	 	 	 	Scott & White Healthcare Copperas Cove	 	239 West Highway 190	 	Copperas Cove	 	Texas	 	76522	 	3,700,000	 	5.0710%	 	120	 	10/6/2025	 	360
	52	 	 	 	 	 	Planet Fitness Wentzville, MO	 	99 Wentzville Bluffs Drive	 	Wentzville	 	Missouri	 	63385	 	3,019,806	 	4.8500%	 	119	 	9/6/2025	 	299
	53	 	 	 	MC0029777	 	Midtown Crossing	 	510 Gray Street	 	Houston	 	Texas	 	77002	 	2,650,000	 	5.0400%	 	117	 	7/6/2025	 	342
	54	 	 	 	8731	 	Denney’s Mini Storage	 	2369 South Highway 89	 	Chino Valley	 	Arizona	 	86323	 	2,595,401	 	4.6500%	 	119	 	9/6/2025	 	299
	55	 	 	 	10641	 	849 West Armitage Avenue	 	849 West Armitage Avenue	 	Chicago	 	Illinois	 	60614	 	2,450,000	 	4.8100%	 	120	 	10/6/2025	 	360
	56	 	 	 	10	 	Fair Oaks and Levee Place	 	 	 	 	 	 	 	 	 	2,400,000	 	4.8000%	 	119	 	9/6/2025	 	360
	56.01	 	 	 	10.02	 	Levee Place MHC	 	2908 South Saint James Boulevard	 	Evansville	 	Indiana	 	47714	 	 	 	 	 	 	 	 	 	 
	56.02	 	 	 	10.01	 	Fair Oaks MHC	 	1400 North Elm Street	 	Fairmount	 	Indiana	 	46928	 	 	 	 	 	 	 	 	 	 
	57	 	 	 	11	 	Windhorst MHC	 	7515 East Washington Street	 	Indianapolis	 	Indiana	 	46219	 	1,792,500	 	4.8000%	 	119	 	9/6/2025	 	360


 


	1	The Cut-off Date Balance of $100,000,000 represents the note A-2 of a $260,000,000 loan combination evidenced by three pari passu notes. The companion loans, evidenced by note A-1 (controlling interest in the Illinois Center Whole Loan) and note A-3 (non-controlling interest in the Illinois Center Whole Loan), have an aggregate principal balance of $160,000,000 as of the Cut-off Date. The $100,000,000 note A-1 was securitized in the CGCMT 2015-GC33 securitization transaction and the $60,000,000 note A-3 is expected to be contributed to a future securitization. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $260,000,000.
	2	The Cut-off Date Balance of $84,500,000 represents the note A-1 of a $130,000,000 whole loan evidenced by two pari passu notes. The companion loan has a principal balance of $45,500,000 as of the Cut-off Date and will be contributed in a future securitization transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $130,000,000.
	3	The Cut-off Date Balance of $72,412,136 represents the non-controlling A-2 note of a $250,800,000 loan combination evidenced by multiple pari passu notes.  Note A-1, with a Cut-off Date Balance of $99,878,808, was contributed to CGCMT 2015-GC33. The remaining related companion loans, with an aggregate outstanding principal balance of $78,205,107, are expected to be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $250,496,051.
	4	The Cut-off Date Balance of $18,500,000 represents the controlling A-1 note of a $51,000,000 loan combination evidenced by multiple pari passu notes.  The related companion loan, evidenced by the non-controlling note A-2 with an outstanding principal balance of $32,500,000, is expected to be contributed to a future securitization transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $51,000,000.
	5	The Cut-off Date Balance of $13,500,000 represents the note A-2 of a $38,500,000 whole loan evidenced by two pari passu notes. The companion loan, note A-1, has a principal balance of $25,000,000 as of the Cut-off Date and is expected to be contributed to the JPMBB 2015-C32 securitization. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the whole loan Cut-off Date Balance of $38,500,000.
	6	Commencing on the Anticipated Repayment Date, the interest rate increases to the greater of 3.0000% per annum plus the greater of (i) the initial interest rate or (ii) the ten-year swap yield as of the first business day after the Anticipated Repayment Date, subject to a cap of 5.0000%.
	7	With respect to the Drakeshire Apartments and Drakeshire Plaza Mortgage Loans, which are cross-collateralized and cross-defaulted with each other, the Cut-off Date LTV Ratio, the LTV Ratio at Maturity, the Underwritten NCF DSCR, the Debt Yield on Underwritten Net Operating Income and the Debt Yield on Underwritten Net Cash Flow of the Mortgage Loans are presented in the aggregate.


 






    	 



    	 



    

 


GC34 ML Schedule


 


	Control Number	 	Footnotes	 	Loan Number	 	Property Name	 	Servicing Fee Rate (%)	 	Subservicing Fee Rate (%)	 	Mortgage Loan Seller	 	Crossed Group	 	ARD (Yes / No)	 	Final Maturity Date	 	Revised Rate	 	Companion Loan Flag	 	Companion Loan Cut-off Balance	 	Companion Loan Interest Rate	 	Companion Loan Remaining Term To Maturity / ARD (Mos.)	 	Companion Loan Maturity Date / ARD	 	Companion Loan Remaining Amortization Term (Mos.)
	1	 	1	 	8788	 	Illinois Center	 	0.00250%	 	0.00250%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	Yes	 	              160,000,000 	 	4.49500%	 	118	 	8/6/2025	 	360
	1.01	 	 	 	10576	 	111 East Wacker	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	1.02	 	 	 	10631	 	233 North Michigan Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	2	 	2	 	8633	 	750 Lexington Avenue	 	0.00500%	 	0.00000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	Yes	 	                45,500,000 	 	4.55000%	 	120	 	10/6/2025	 	360
	3	 	3	 	7NN2T5	 	Hammons Hotel Portfolio	 	0.00250%	 	0.00250%	 	GSMC	 	NAP	 	No	 	 	 	 	 	Yes	 	              178,083,915 	 	4.95350%	 	119	 	9/6/2025	 	359
	3.01	 	 	 	7NN2T5-1	 	Embassy Suites Concord, NC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	3.02	 	 	 	7NN2T5-2	 	Embassy Suites Murfreesboro, TN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	3.03	 	 	 	7NN2T5-3	 	Embassy Suites Norman, OK	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	3.04	 	 	 	7NN2T5-4	 	Courtyard by Marriott Dallas/Allen, TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	3.05	 	 	 	7NN2T5-7	 	Renaissance by Marriott Phoenix/Glendale, AZ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	3.06	 	 	 	7NN2T5-6	 	Embassy Suites Huntsville, AL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	3.07	 	 	 	7NN2T5-5	 	Residence Inn by Marriott Kansas City, MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	4	 	 	 	1	 	Parkside at So7	 	0.00500%	 	0.00000%	 	SMF I	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	5	 	 	 	10078	 	444-450 West 56th Street	 	0.00500%	 	0.00000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	6	 	 	 	7NWC72	 	Denton Center	 	0.00250%	 	0.04000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	7	 	 	 	8760	 	Bluejay Grocery Portfolio	 	0.00500%	 	0.00000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	7.01	 	 	 	8760-1	 	Pick N Save	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	7.02	 	 	 	8760-2	 	Marsh Kokomo	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	7.03	 	 	 	8760-3	 	Copps Madison	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	7.04	 	 	 	8760-4	 	Tops Lockport	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	8	 	 	 	MC002AB61	 	The Heights at State College Phase III 	 	0.00500%	 	0.00000%	 	MC-FiveMile	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	9	 	 	 	7N1259	 	Festival at Sawmill Centre	 	0.00500%	 	0.03000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	10	 	 	 	MC002BCF8	 	Woodlands Corporate Center and 7049 Williams Road Portfolio	 	0.00500%	 	0.00000%	 	MC-FiveMile	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	10.01	 	 	 	MC002BCF8 - MC002C085	 	Woodlands West	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	10.02	 	 	 	MC002BCF8 - MC002C093	 	Woodlands East	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	10.03	 	 	 	MC002BCF8 - MC002C0A0	 	7049 Williams Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	11	 	 	 	MC0028B74	 	615 Alpha Drive	 	0.00500%	 	0.00000%	 	MC-FiveMile	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	12	 	4	 	7NY1D9	 	DoubleTree Hotel Universal	 	0.00500%	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	Yes	 	                32,500,000 	 	4.90000%	 	120	 	10/6/2025	 	360
	13	 	 	 	MC00266B5	 	Regalia Mansfield/Dolce	 	0.00500%	 	0.00000%	 	MC-FiveMile	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	14	 	 	 	 	 	Lake Fredrica Shopping Center	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	15	 	 	 	7NYGG4	 	Westlake Center	 	0.00500%	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	16	 	 	 	7NUCA9	 	Church Lane Shopping Center	 	0.00500%	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	17	 	5	 	2	 	Hyatt Place Texas Portfolio	 	0.00250%	 	0.03250%	 	SMF I	 	NAP	 	No	 	 	 	 	 	Yes	 	                25,000,000 	 	4.82000%	 	60	 	10/6/2020	 	360
	17.01	 	 	 	2.01	 	Hyatt Place Austin	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	17.02	 	 	 	2.02	 	Hyatt Place San Antonio	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	17.03	 	 	 	2.03	 	Hyatt Place Dallas	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	18	 	 	 	 	 	Parkville Commons	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	19	 	 	 	10638	 	Carnegie Park	 	0.00250%	 	0.05000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	20	 	 	 	7NU3B7	 	Shoppes at City Centre	 	0.00500%	 	0.04000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	21	 	 	 	 	 	GSP MHP Portfolio III	 	0.00250%	 	0.05000%	 	CCRE	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	21.01	 	 	 	 	 	Mill Creek Estates MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	21.02	 	 	 	 	 	Newberry Farms MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	22	 	 	 	 	 	Deer Run MHP	 	0.00250%	 	0.05000%	 	CCRE	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	23	 	6	 	 	 	LA Fitness Powell	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	Yes	 	12/28/2027	 	See footnote	 	 	 	  	 	 	 	 	 	 	 	 
	24	 	 	 	8693	 	Gratiot Crossing	 	0.00500%	 	0.00000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	25	 	 	 	7NYFZ3	 	Pfeiffer Woods	 	0.00500%	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	26	 	 	 	MC0028F88	 	Artmore Hotel	 	0.00500%	 	0.00000%	 	MC-FiveMile	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	27	 	 	 	7NWC15	 	Villas at Waters Edge	 	0.00500%	 	0.04000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	28	 	 	 	7NV9P8	 	Copper Palms Apartment	 	0.00500%	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	29	 	 	 	8662	 	Park on Clairmont	 	0.00500%	 	0.00000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	30	 	 	 	10022	 	Station 3 Lofts	 	0.00250%	 	0.05130%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	31	 	 	 	8634	 	222 East 59th Street	 	0.00500%	 	0.00000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	32	 	 	 	 	 	Meadowview MHP	 	0.00250%	 	0.07000%	 	CCRE	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	33	 	 	 	3	 	Coors Central Shopping Center	 	0.00500%	 	0.05000%	 	SMF I	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	34	 	 	 	4	 	Genesis Plaza	 	0.00500%	 	0.04000%	 	SMF I	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	35	 	 	 	7NU384	 	North Village	 	0.00500%	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	36	 	 	 	7NCUR2	 	Canterbury Apartments	 	0.00500%	 	0.04000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	37	 	 	 	 	 	Dobson Medical Office	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	38	 	 	 	7NFDA1	 	Surprise Crossing	 	0.00250%	 	0.05000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	39	 	 	 	MC0028E48	 	1445 North Loop West	 	0.00500%	 	0.00000%	 	MC-FiveMile	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	40	 	 	 	MC0028928	 	Webster Plaza	 	0.00500%	 	0.00000%	 	MC-FiveMile	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	41	 	 	 	 	 	Tall Tree Apartments	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	42	 	 	 	5	 	Oceanside Square	 	0.00500%	 	0.00000%	 	SMF I	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	43	 	 	 	7NUOZ1	 	Colonnade of Royal Forest Shopping Center	 	0.00500%	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	44	 	 	 	6	 	US Storage Center Portfolio	 	0.00500%	 	0.05000%	 	SMF I	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	44.01	 	 	 	6.01	 	US Storage Center Peoria	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	44.02	 	 	 	6.02	 	US Storage Center Phoenix	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	45	 	7	 	7	 	Drakeshire Apartments	 	0.00500%	 	0.00000%	 	SMF I	 	Group A	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	46	 	7	 	8	 	Drakeshire Plaza	 	0.00500%	 	0.00000%	 	SMF I	 	Group A	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	47	 	 	 	7NSBG2	 	Stonecrest Center	 	0.00500%	 	0.04000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	48	 	 	 	9	 	Cook Street Office	 	0.00500%	 	0.00000%	 	SMF I	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	49	 	 	 	8477	 	Montgomeryville Self Storage Portfolio	 	0.00500%	 	0.00000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	49.01	 	 	 	8477-1	 	Xtra Space Self-Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	49.02	 	 	 	8477-2	 	Montgomeryville Mini Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	50	 	 	 	MC0029BC1	 	Security Plus Self Storage	 	0.00500%	 	0.00000%	 	MC-FiveMile	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	51	 	 	 	 	 	Scott & White Healthcare Copperas Cove	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	52	 	 	 	 	 	Planet Fitness Wentzville, MO	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	53	 	 	 	MC0029777	 	Midtown Crossing	 	0.00500%	 	0.00000%	 	MC-FiveMile	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	54	 	 	 	8731	 	Denney’s Mini Storage	 	0.00500%	 	0.05000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	55	 	 	 	10641	 	849 West Armitage Avenue	 	0.00500%	 	0.00000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	56	 	 	 	10	 	Fair Oaks and Levee Place	 	0.00500%	 	0.00000%	 	SMF I	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	56.01	 	 	 	10.02	 	Levee Place MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	56.02	 	 	 	10.01	 	Fair Oaks MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 
	57	 	 	 	11	 	Windhorst MHC	 	0.00500%	 	0.00000%	 	SMF I	 	NAP	 	No	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 


 


	1	The Cut-off Date Balance of $100,000,000 represents the note A-2 of a $260,000,000 loan combination evidenced by three pari passu notes. The companion loans, evidenced by note A-1 (controlling interest in the Illinois Center Whole Loan) and note A-3 (non-controlling interest in the Illinois Center Whole Loan), have an aggregate principal balance of $160,000,000 as of the Cut-off Date. The $100,000,000 note A-1 was securitized in the CGCMT 2015-GC33 securitization transaction and the $60,000,000 note A-3 is expected to be contributed to a future securitization. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $260,000,000.
	2	The Cut-off Date Balance of $84,500,000 represents the note A-1 of a $130,000,000 whole loan evidenced by two pari passu notes. The companion loan has a principal balance of $45,500,000 as of the Cut-off Date and will be contributed in a future securitization transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $130,000,000.
	3	The Cut-off Date Balance of $72,412,136 represents the non-controlling A-2 note of a $250,800,000 loan combination evidenced by multiple pari passu notes.  Note A-1, with a Cut-off Date Balance of $99,878,808, was contributed to CGCMT 2015-GC33. The remaining related companion loans, with an aggregate outstanding principal balance of $78,205,107, are expected to be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $250,496,051.
	4	The Cut-off Date Balance of $18,500,000 represents the controlling A-1 note of a $51,000,000 loan combination evidenced by multiple pari passu notes.  The related companion loan, evidenced by the non-controlling note A-2 with an outstanding principal balance of $32,500,000, is expected to be contributed to a future securitization transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $51,000,000.
	5	The Cut-off Date Balance of $13,500,000 represents the note A-2 of a $38,500,000 whole loan evidenced by two pari passu notes. The companion loan, note A-1, has a principal balance of $25,000,000 as of the Cut-off Date and is expected to be contributed to the JPMBB 2015-C32 securitization. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the whole loan Cut-off Date Balance of $38,500,000.
	6	Commencing on the Anticipated Repayment Date, the interest rate increases to the greater of 3.0000% per annum plus the greater of (i) the initial interest rate or (ii) the ten-year swap yield as of the first business day after the Anticipated Repayment Date, subject to a cap of 5.0000%.
	7	With respect to the Drakeshire Apartments and Drakeshire Plaza Mortgage Loans, which are cross-collateralized and cross-defaulted with each other, the Cut-off Date LTV Ratio, the LTV Ratio at Maturity, the Underwritten NCF DSCR, the Debt Yield on Underwritten Net Operating Income and the Debt Yield on Underwritten Net Cash Flow of the Mortgage Loans are presented in the aggregate.


 






    


    


    


 


 






 

EXHIBIT C


 


FORM OF REQUEST FOR RELEASE

(for Trustee/Custodian/Certificate Administrator)


 


Loan Information:

Name of Mortgagor: __________________

Master Servicer Loan No.: __________________

Custodian/Trustee

Name: __________________

Address:            __________________

                           __________________

                           __________________

Custodian/Trustee Mortgage File No.: __________________

[Seller]

Name: __________________

Address: __________________


 


__________________


 


		Certificates:	GS Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34,
Class [____]



 


The undersigned [Master
Servicer][Special Servicer][Other Master Servicer][Other Special Servicer] hereby acknowledges that it has received from U.S. Bank
National Association, as Custodian, for the Holders of GS Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through
Certificates, Series 2015-GC34, the documents referred to below (the “Documents”). All capitalized terms
not otherwise defined in this Request for Release shall have the meanings given them in the Pooling and Servicing Agreement, dated
as of October 1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation
II, as Depositor, U.S. Bank National Association, as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating
Advisor, Wells Fargo Bank, National Association, as Master Servicer and Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer.


 


(  )          Note
dated _________, _____, in the original principal sum of $_____, made by _______, payable to, or endorsed to the order of, the
Trustee.


 


(  )          Mortgage
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 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.


 


    	Exhibit C-1



    	 



    
 

(  )          Assignment
of Mortgage or Deed of Trust to the Trustee, 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 Note or Mortgage.


 


(  )          ___________________________


 


(  )          ___________________________


 


(  )          ___________________________


 


(  )          ___________________________


 


The undersigned [Master
Servicer][Special Servicer][Other Master Servicer][Other Special Servicer] hereby acknowledges and agrees as follows:


 


(i)           The [Master Servicer][Special
Servicer][Other Master Servicer][Other Special Servicer] shall hold and retain possession of the Documents in trust for the benefit
of the Trustee, solely for the purposes provided in the Agreement.


 


(ii)          The [Master Servicer][Special
Servicer][Other Master Servicer][Other Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered
by, any claim, liens, security interest, charges, writs of attachment or other impositions nor shall the [Master Servicer][Special
Servicer][Other Master Servicer][Other Special Servicer] assert or seek to assert any claims or rights of set-off to or against
the Documents or any proceeds thereof.


 


(iii)         The [Master
Servicer][Special Servicer][Other Master Servicer][Other Special Servicer] shall return the Documents to the Custodian when the
need therefor no longer exists, unless the Mortgage Loan relating to the Documents has been liquidated and the proceeds thereof
have been remitted to the Collection Account and except as expressly provided in the Agreement.


 


(iv)         The Documents
and any proceeds thereof, including any proceeds of proceeds, coming into the possession or control of the [Master Servicer][Special
Servicer][Other Master Servicer][Other Special Servicer] shall at all times be earmarked for the account of the Trustee, and the
[Master Servicer][Special Servicer][Other Master Servicer][Other Special Servicer] shall keep the Documents and any proceeds separate
and distinct from all other property in the [Master Servicer][Special Servicer][Other Master Servicer][Other Special Servicer]’s
possession, custody or control.


 


    	Exhibit C-2



    	 



    
 

	 	 	 
	 	[                        ]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title: 
	 	 	 
	 	Dated:


 


    	Exhibit C-3



    	 



    
 


EXHIBIT D



FORM OF DISTRIBUTION DATE STATEMENT


 




    	Exhibit D-1



    	 



    
 



 





		 	 
	GS Mortgage Securities Trust 2015-GC34	 
	Commercial
    Mortgage Pass-Through Certificates, Series 2015-GC34	November 2015





 


	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	DATES	  	ADMINISTRATOR	 
    
	  	Payment Date: 	Nov 13, 2015	First Payment Date:	  Nov
    13, 2015	  	  	  	  	 
    
	  	Prior Payment: 	  	Closing Date:	  Oct
    23, 2015	  	  	Name:		 
    
	  	Next Payment: 	Dec 11, 2015	Rated Final Distribution
    Date:	  Oct 13, 2048	  	  	Title:		 
    
	  	Record Date:	Oct 30, 2015	  	  	  	  	  	  	 
    
	Determination
    Date:	Nov 06, 2015	  	  	  	  	Address:	  190 South
    LaSalle St. 7th Fl.	 
    
	  	  	  	  	  	  	  	  Chicago, IL
    60603	 
    
	  	TABLE
    OF CONTENTS	  	  	  	 
    
	  	Payment Detail	Page 1	  	  	Phone:		 
    
	  	Factor Detail	Page 3	  	  	Email:		 
    
	  	Principal
    Detail	Page 4	  	  	Website:	  www.usbank.com/abs	 
    
	  	Interest Detail	Page 5	  	  	  	 
    
	  	Reconciliation
    of Funds	Page 6	  	  	PARTIES
    TO THE TRANSACTION	 
    
	  	Additional
    Loan Detail	Page 7	  	  	  	  	 
    
	  	Historical
    Loan Modification Report	Page 9	  	  	  	  	 
    
	  	Bond/Collateral
    Realized Loss Reconciliation	Page 10	  	  	Sponsor:	  Goldman Sachs
    Mortgage Company 	 
    
	  	Historical
    Delinquency & Liquidation Summary	Page 11	  	  	Sponsor:	  Citigroup
    Global Markets Realty Corp.	 
    
	  	REO Additional
    Detail	Page 12	  	  	Sponsor:	  Cantor Commercial
    Real Estate Lending, L.P.	 
    
	  	REO Status
    Report	Page 14	  	  	Sponsor:	  Starwood Mortgage
    Funding I LLC	 
    
	  	Historical
    Liquidation Loss Loan Detail	Page 15	  	  	Sponsor:	  MC-Five Mile
    Commercial Mortgage Finance LLC	 
    
	  	Interest Adjustment
    Reconciliation	Page 16	  	  	Depositor:	  GS Mortgage
    Securities Corporation II	 
    
	  	Appraisal
    Reduction Report	Page 17	  	  	Trustee:	  U.S. Bank
    National Association	 
    
	  	Loan Level
    Detail	Page 18	  	  	Certificate Administrator:	  U.S. Bank
    National Association	 
    
	  	Material Breaches
    and Document Defects	Page 19	  	  	Custodian:	  U.S. Bank
    National Association	 
    
	  	Mortgage Loan
    Characteristics	Page 20	  	  	Master Servicer:	  Wells Fargo
    Bank, National Association	 
    
	  	Delinquency
    Loan Detail	Page 21	  	  	Special Servicer:	  Midland Loan
    Services, A Division of	 
    
	  	  	  	  	  		  PNC National
    Bank National Association	  
	  	  	  	  	  	Operating Advisor:	  Pentalpha
    Surveillance LLC	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	 
    	  	  	  	  	  	  	  	 
    




	 	 	 	 	 	 	 	 	 	 
	 	This
    report contains, or is based on, information furnished to U.S. Bank Global Corporate Trust Services (“U.S. Bank”)
    by one or more third parties (e.g. Servicers, Master Servicer, etc.), and U.S. Bank has not independently verified information
    received from any such third party.		 
	 	 	 	 


 







 



    	D-1



    	 



    


 



		 	 
	GS Mortgage Securities Trust 2015-GC34	 
	Commercial Mortgage
    Pass-Through Certificates, Series 2015-GC34	November 2015



 


PAYMENT
DETAIL



 


	 
    	 	Initial	Beginning	Principal	Interest	Total	Collateral	Ending	Exchangeable 
	 
    	Pass-Through	Class Certificate	Class Certificate	Distribution	Distribution	Distribution	Support 	Class Certificate	Percent 
	Class	Rate	Balance	Balance	Amount	Amount	Amount	Deficit	Balance	Outstanding 
	A-1	  	  	  	  	  	  	  	  	 
    
	A-2	  	  	  	  	  	  	  	  	 
    
	A-3	  	  	  	  	  	  	  	  	 
    
	A-4	  	  	  	  	  	  	  	  	 
    
	A-AB	  	  	  	  	  	  	  	  	 
    
	X-A	  	  	  	  	  	  	  	  	 
    
	X-B	  	  	  	  	  	  	  	  	 
    
	A-S	  	  	  	  	  	  	  	  	 
    
	B	  	  	  	  	  	  	  	  	 
    
	PEZ	  	  	  	  	  	  	  	  	 
    
	C	  	  	  	  	  	  	  	  	 
    
	D	  	  	  	  	  	  	  	  	 
    
	X-D	  	  	  	  	  	  	  	  	 
    
	E	 	 	 	 	 	 	 	 	 
	F	  	  	  	  	  	  	  	  	 
    
	G	  	  	  	  	  	  	  	  	 
    
	S	  	  	  	  	  	  	  	  	 
    
	R	  	  	  	  	  	  	  	  	 
    
	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	Totals:

         
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    


 

 






 


    	D-2



    	 



    


 


		 	 
	GS Mortgage Securities Trust 2015-GC34	 
	Commercial Mortgage
    Pass-Through Certificates, Series 2015-GC34	November 2015




 


Payment
Detail (Exchange Certificates)




 


	 
    	  	Initial	Beginning	Principal	Interest	Total	Collateral	Ending	Exchanged 
	  	Pass-Through	Class Certificate	Class Certificate	Distribution	Distribution	Distribution	Support	Class Certificate	Percent 
	Class	Rate	Balance	Balance	Amount	Amount	Amount	Deficit	Balance	Outstanding 
	A-S	  	  	  	  	  	  	  	  	 
    
	B	  	  	  	  	  	  	  	  	 
    
	PEZ
	  	  	  	  	  	  	  	  	 
    
	C
	  	  	  	  	  	  	  	  	 
    
	 	  	  	  	  	  	  	  	  	 
    
	 	  	  	  	  	  	  	  	  	 
    
	 	  	  	  	  	  	  	  	  	 
    
	 	  	  	  	  	  	  	  	  	 
    
	 	  	  	  	  	  	  	  	  	 
    
	 	  	  	  	  	  	  	  	  	 
    
	 	  	  	  	  	  	  	  	  	 
    
	 	  	  	  	  	  	  	  	  	 
    
	 	  	  	  	  	  	  	  	  	 
    
	 	  	  	  	  	  	  	  	  	 
    
	 	  	  	  	  	  	  	  	  	 
    
	 	  	  	  	  	  	  	  	  	 
    
	 	  	  	  	  	  	  	  	  	 
    
	 	  	  	  	  	  	  	  	  	 
    
	 	  	  	  	  	  	  	  	  	 
    
	 	  	  	  	  	  	  	  	  	 
    
	 	  	  	  	  	  	  	  	  	 
    
	  	  	  	  	  	  	  	  	  	 
    
	  	  	  	  	  	  	  	  	  	 
    
	  	  	  	  	  	  	  	  	  	 
    
	  	  	  	  	  	  	  	  	  	 
    
	  	  	  	  	  	  	  	  	  	 
    
	  	  	  	  	  	  	  	  	  	 
    
	  	  	  	  	  	  	  	  	  	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	Totals:

         
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    


 



 






 


    	D-3



    	 



    


 



		 	 
	GS Mortgage Securities Trust 2015-GC34	 
	Commercial Mortgage
    Pass-Through Certificates, Series 2015-GC34	November 2015


 



 FACTOR
DETAIL



 


	 	 
    	Beginning	Principal
	Interest	Total
	 
    	Ending 

	 	  	Class
                                         Certificate
	Distribution
	Distribution
	Distribution
	Realized
	Class
                                         Certificate 

	Class	Cusip
	Balance
	Amount
	Amount
	Amount
	Loss
	Balance 

	A-1

        A-2

        A-3

        A-4

        A-AB

        X-A

        X-B

        A-S

        B

        PEZ

        C

        D

        X-D

        E

        F

        G

        S

        R

         

         

         

         

         

         

         

         

         
	 	 	 	 	 	 	 



 








 


    	D-4



    	 



    


 



		 	 
	GS Mortgage Securities Trust 2015-GC34	 
	Commercial Mortgage
    Pass-Through Certificates, Series 2015-GC34	November 2015


 




PRINCIPAL
DETAIL



 


	 	 
    	 
    	 
	 
    	Additoinal
	 
    	Cumulative 

	 	Beginning
	Scheduled
	Unscheduled
	Realized
	Trust
                                  Fund
	Ending
	Realized 

	Class	Balance
	Principal
	Principal
	Loss
	 
                                         Expenses
	Balance
	Loss 

	A-1

        A-2

        A-3

        A-4

        A-AB

        A-S

        B

        PEZ

        C

        D

        E

        F

        G

         

         

         

         

         

         

         

         

         

         

         
	 	 	 	 	 	 	 
	Totals:	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 



 






 


    	D-5



    	 



    


 




		 	 
	GS Mortgage Securities Trust 2015-GC34	 
	Commercial Mortgage
    Pass-Through Certificates, Series 2015-GC34	November 2015




 


INTEREST
DETAIL


 

	 	Accrued
	Net
                                         Prepay
	 
	Current
	 
	Yield	Total
                                         Interest
	Cumulative 

	 	Certificate
	Interest
	Interest
	Interest
	Excess
	Maintenance	Distribution
	Unpaid
                                         Interest 

	Class	Interest
	Shortfall
	Adjustment
	Shortfalls
	Interest
	Charges	Amount
	Shortfall 

	A-1

        A-2

        A-3

        A-4

        A-AB

        X-A

        X-B

        A-S

        B

        PEZ

        C

        D

        X-D

        E

        F

        G

        S

        R

         

         

         

         

         

         

         
	 	 	 	 	 	 	 	 
	Totals:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



 








 


    	D-6



    	 



    



 


		 	 
	GS Mortgage Securities Trust 2015-GC34	 
	Commercial Mortgage
    Pass-Through Certificates, Series 2015-GC34	November 2015


 




RECONCILIATION
OF FUNDS



 


	 

        Funds
        Collection
	Funds
    Distribution
	 
    	Interest	  	  	  	 
    	Fees	  	  	 
    
	 
    	Scheduled Interest	  	  	  	 
    	Master Servicing Fee	  	  	 
    
	 
    	Interest Adjustments	  	  	  	 
    	Certificate Administrator
    Fee	  	  	 
    
	 
    	Deferred Interest	  	  	  	 
    	Trustee	  	  	 
    
	 
    	Net Prepayment Shortfall	  	  	  	 
    	Custodian	  	 
    
	 
    	Net Prepayment Interest
    Excess	  	  	  	 
    	CREFC License Fee	  	  	 
    
	 
    	Interest
    Reserve (Deposit)/Withdrawal	  	  	  	 
    	Operating
    Advisor Fee	  	  	 
    
	 
    	Interest
    Collections	  	  	  	 
    	Special Servicing Fee	  	  	 
    
	 
    	  	  	  	  	 
    	Workout
    Fee	  	  	 
    
	 
    	  	  	  	  	 
    	Liquidation
    Fee	  	  	 
    
	 
    	Principal	  	  	  	 
    	Special
    Serv Fee plus Adj.	  	  	 
    
	 
    	Scheduled Principal	  	  	  	 
    	Miscellaneous
    Fee	  	  	 
    
	 
    	Unscheduled
    Principal	  	  	  	 
    	Fee
    Distributions	  	  	 
    
	 
    	Principal
    Adjustments	  	  	  	 
    		  	  	 
    
	 
    	Principal
    Collections	  	  	  	 
    	Additional
    Trust Fund Expenses	  	  	 
    
	 
    	  	  	  	  	 
    	Reimbursed for Interest
    on Advances	  	  	 
    
	 
    	  	  	  	  	 
    	Net ASER Amount	  	  	 
    
	 
    	  	  	  	  	 
    	Non-Recoverable Advances	  	  	 
    
	 
    	Other	  	  	  	 
    	Other
    Expenses or Shortfalls	  	  	 
    
	 
    	Yield Maintenance	  	  	  	 
    	Additional
    Trust Fund Expenses	  	  	 
    
	 
    	Prepayment
    Premium	  	  	  	 
    	Payments
    to Certificateholders	  	  	 
    
	 
    	Other
    Collections	  	  	  	 
    	Interest Distribution	  	  	 
    
	 
    	  	  	  	  	 
    	Principal Distribution	  	  	 
    
	 
    	  	  	  	  	 
    	Yield Maintenance	  	  	 
    
	 
    	  	  	  	  	 
    	Prepayment
    Premium	  	  	 
    
	 
    	  	  	  	  	 
    	Payments
    to Certificateholders	  	  	 
    
	 
    	  	  	  	  	 
    	  	  	  	 
    
	 
    	Total Collections	  	 
    	  	 
    	Total Distribution	  	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    




 








 


    	D-7



    	 



    


 



		 	 
	GS Mortgage Securities Trust 2015-GC34	 
	Commercial Mortgage
    Pass-Through Certificates, Series 2015-GC34	November 2015


 




ADDITIONAL
LOAN DETAIL


 





	 	 	 	 	 	 	 
	Mortgage
    Loan Stated Principal Balance	 	 	P&I Advances:	 	 	 
	 	 	 	 	Total	 	 
	Beginning
    Principal Balance	 	 	P & I Advances	 	 	 
	Ending
    Principal Balance	 	 	Miscellaneous Advances	 	 	 
	%
    of Cut-Off Date Principal Balance	 	 	Outstanding P & I Advances	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	Disclosable Special Servicer
    Fees	 	 	 
	 	 	 	Commission	 	 	 
	 	 	 	Brokerage
    Fee	 	 	 
	Ending
    Loan Count	 	 	Rebate	 	 	 
	 	 	 	Shared
    Fee	 	 	 
	 	 	 	Other	 	 	 
	 	 	 	 	 	 	 
	Weighted
    Average Remaining Term to Maturity	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	Excess Liquidation
    Proceeds Account	 	 
	Weighted
    Average Mortgage Rate	 	 	Beg
    Balance	(Withdraw)/Dep	End
    Balance	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Controlling
    Class:	 	 	 	 	 	 
	 	 	 	Specially Serviced Loans that are not Delinquent	 	 
	 	 	 	Count	Balance	 	 
	Controlling
    Class Representative:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	Aggregate Realized Loss in Related Collection Period
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	Agg Add’l Trust Expenses in Related Collection Period
	 	 	 	 	 	 
	 	 	 	 	 	 


  








 


    	D-8



    	 



    


 


		 	 
	GS Mortgage Securities Trust 2015-GC34	 
	Commercial Mortgage
    Pass-Through Certificates, Series 2015-GC34	November 2015


 


ADDITIONAL
LOAN DETAIL



 


	Mortgage
                                         Loans As to Which Related Mortgagor


        Is
        Subject Or Is Expected To Be Subject To Bankruptcy Proceedings
	Mortgage
    Loan Repurchased, Substituted For Or Otherwise
Liquidated Or Disposed During Related Collection Period
	 	  	  	 	 
    	 	 
    	 
	 	Count
	Stated
                                         Principal
Balance
	 	 	Loan
                                         ID
	Amount
                                         of AnyPortion Included

                                         Liq Proceeds    in Avail Funds
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Totals: 	 	 	 	Totals: 	 	 	 
	 	 	 	 	 	 	 	 


 








 


    	D-9



    	 



    


 


		 	 
	GS Mortgage Securities Trust 2015-GC34	 
	Commercial Mortgage
    Pass-Through Certificates, Series 2015-GC34	November 2015


 




HISTORICAL
LOAN MODIFICATION REPORT


	 	 	 	 	 	 	 
	 	Ending	Ending
	 	 
	 
    	 

	 	Principal	Unpaid	 	 	 	 
	 Loan
    ID	Balance	Balance	Comments	 	 	 
	 

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         
	 	 	 	 	 	 
	Totals:

         
	 	 	 	 	 	 





*
Pending information provided by Servicer


 








 


    	D-10



    	 



    


 


		 	 
	GS Mortgage Securities Trust 2015-GC34	 
	Commercial Mortgage
    Pass-Through Certificates, Series 2015-GC34	November 2015



 


BOND/COLLATERAL
REALIZED LOSS RECONCILIATION



 


	Loan
                                         ID
	 	Period
	 	Beginning

                                         Bal of Loan

                                         at Liquidation
	 	Aggregate

                                         Realized Loss

                                         on Loans
	 	Prior

                                         Real’d Loss

                                         Appl’d to Cert
	 	Amt
                                         Covered

                                         by OC/other

                                         Credit Support
	 	Int
                                         (Shortage)/

                                         Excess Appl’d

                                         to Real’d Loss
	 	Mod
                                         Adj/

                                         Appraisal


        Reduction
        Adj
	 	Addt’l
                                         (Recov)

                                         Exp Appl’d


        to
        Real’d Loss
	 	Real’d
                                         Loss

                                         Appl’d to Cert


        to
        Date
	 	Recov
                                         of  

                                         Real’d Loss 


        Paid
        as Cash 
	 	(Recov)/Real’d

                                         Loss Appl’d to


        to
        Cert Int

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals:
    	 	 	 	 	 	 
	 


 








 


    	D-11



    	 



    


 


		 	 
	GS Mortgage Securities Trust 2015-GC34	 
	Commercial Mortgage
    Pass-Through Certificates, Series 2015-GC34	November 2015



 


HISTORICAL
DELINQUENCY & LIQUIDATION SUMMARY


 


	 	 	 

        30
        Days Delinq
	 	60
    Days Delinq	 	90+
    Days Delinq	 	Bankruptcy	 	Foreclosure	 	REO	 	Prepayments
	  Month	 	Count	 	Balance	 	Count	 	Balance	 	Count	 	Balance	 	Count	 	Balance	 	Count	 	Balance	 	Count	 	Balance	 	Count	 	Balance




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 








 


    	D-12



    	 



    


 


		 	 
	GS Mortgage Securities Trust 2015-GC34	 
	Commercial
    Mortgage Pass-Through Certificates, Series 2015-GC34	November 2015



 


REO
ADDITIONAL DETAIL




 


	Mortgage
                                         Property That Became REO Property During Related Prepayment Period

         

	 	 	 	 	 	 	 
	 	Loan
                                         ID
	Stated
                                   Principal


        Balance
	Unpaid
                                   Principal


        Balance
	Most
                                  Recent


        Appraisal
        Value
	Date
                                  Appraisal

        Perfomred
	  
	 	 	 
    	 
    	 
    	 
    	 
    
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	  	  	  	  	  	  
	 	 
    	 
    	 
    	 
    	 
    	  
	 

         
	Totals:	 	 	 	 	 


 








 


    	D-13



    	 



    


 


		 	 
	GS Mortgage Securities Trust 2015-GC34
	 
	Commercial
                                   Mortgage Pass-Through Certificates, Series 2015-GC34
	November
                                  2015




 


REO
ADDITIONAL DETAIL



 


	REO
                                         Property Sold Or Disposed During Related Prepayment Period

         

	 	Loan
                                         ID
	Liq
                                         Proceeds

                                         and Other

                                         Amounts Rec’d
	Portion
                                         of Liq

                                         Proceeds in

                                         Available Funds
	Balance
of 

of Excess Liq

Proceeds Acct
	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 

         
	Totals:	 	 	 	 


 








 


    	D-14



    	 



    


 


		 	 
	GS Mortgage Securities Trust 2015-GC34	 
	Commercial
    Mortgage Pass-Through Certificates, Series 2015-GC34	November 2015


 


REO
STATUS REPORT




 


	 Loan
    ID	 	State	 	City	 	Book
    Value	 	Ending
Sched
    Loan
Amount	 	REO
    Date	 	Total
Exposure	 	Appraisal 
Value 	Appraisal
Date	Date
    Asset Exp
to be Resolved
or Foreclosed	 	REO
    Revenue
and Other
Amounts	 	Type* 
    
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 








 


    	D-15



    	 



    


 


		 	 
	GS Mortgage Securities Trust 2015-GC34	 
	Commercial
    Mortgage Pass-Through Certificates, Series 2015-GC34	November 2015


 


HISTORICAL
LIQUIDATION LOSS LOAN DETAIL



 


	 Loan
    ID	 	Liquidation
Month	 	Liquidation/

        Prepayment

        Code*
	 	Current
    Beginning
Scheduled
Balance	 	Most
    Recent
Value**	 	Net
                                         Proceeds

        Received
        on

        Liquidation
	 	Liquidation

        Expense
	 	Net
                                         Proceeds

        Available
        for

        Distribution
	 	Realized
                                         Loss  

        to
        Trust  

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 








 


    	D-16



    	 



    


 


		 	 
	GS Mortgage Securities Trust 2015-GC34	 
	Commercial
    Mortgage Pass-Through Certificates, Series 2015-GC34	November 2015


 



INTEREST
ADJUSTMENT RECONCILIATION



	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Loan
    ID	Curr
                                         Ending

        Scheduled

        Balance
	Spec
                                         Serv

        Fee Amt

        plus Adj
	Liquidation

        Fee Amount
	Workout

        Fee Amount
	Most
                                         Recent

        Net ASER

        Amount
	Prepayment

        Int (Excess)/

        Shortfall
	Non-Recov

        (Scheduled

        Interest)
	Reimbursed

        Interest on Advances
	Mod
                                         Int Rate

        (Reduction)/

        Excess
	Reimbursement
                    of

        Advances
        to Servicer
	Other

        Shortfalls/

        (Refunds)

	Curr
    Month	 	Outstanding
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals:	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 








 


    	D-17



    	 



    


 


		 	 
	GS Mortgage Securities Trust 2015-GC34	 
	Commercial
    Mortgage Pass-Through Certificates, Series 2015-GC34	November 2015


 


APPRAISAL
REDUCTION REPORT



 


	 Loan
    ID	Property
    Name	Paid-Through

                                         Date
	ARA
                                         (Appraisal

        Reduction Amt)
	ARA
    Date	Most
                                         Recent

        Value
	Most
                                         Recent

        Valuation Date
	Most
                                         Recent

        Net ASER

        Amount
	Cumulative 

        ASER Amount 

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Totals:		 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 








 


    	D-18



    	 



    


 


		 	 
	GS Mortgage Securities Trust 2015-GC34	 
	Commercial
    Mortgage Pass-Through Certificates, Series 2015-GC34	November 2015



 


LOAN
LEVEL DETAIL



 


	 	 	 	 	 	 	End
    	 	 	 	 	 	 	 	 	Yield
     	 	 
	 	Property	Transfer	 	Maturity	Neg
    Am	Schedule
    	Note	Sched
    	 Prepay
    	 Prepay	Paid
    Thru	Prepay
     	Loan	Interest	Maint 
    	 PFY	 Operating 
	Loan
    ID	Type	Date	State	Date	(Y/N)	Balance
    	Rate	P&I
    	Adj
    	Date	Date	Premium
    	Status**	Payment	Charges 
    	DSCR	Stmnt 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals:
    	 	 	 
	 	 	 	 


 








 


    	D-19



    	 



    


 


		 	 
	GS Mortgage Securities Trust 2015-GC34	 
	Commercial
    Mortgage Pass-Through Certificates, Series 2015-GC34	November 2015


 


MATERIAL
BREACHES AND DOCUMENT DEFECTS


 



	 	 	 
    	 	 	 
	 
    	 	Ending
                                         Principal
	Material	Date	 
	 Loan
    ID	 	Balance	Breach
    Date	Received
    Notice	Description
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


 








 


    	D-20



    	 



    


 



		 	 
	GS Mortgage Securities Trust 2015-GC34	 
	Commercial
    Mortgage Pass-Through Certificates, Series 2015-GC34	November 2015


 


MORTGAGE
LOAN CHARACTERISTICS



 


	 	 	 
    	 	 	 	 	 
	 	 	 	 	 
	 	 
    	 
	 
	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
    	 	 	 
	 	 	 
    	 
    	 
    	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 
    	 
    	 
    	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
    	 	 	 
	 	 
    	 
    	 
    	 
    	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
    	 	 	 
	 	 	 
    	 
    	 
    	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
    	 	 	 
	 	 	 
    	 
    	 
    	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


 








 


    	D-21



    	 



    


 


		 	 
	GS Mortgage Securities Trust 2015-GC34	 
	Commercial
    Mortgage Pass-Through Certificates, Series 2015-GC34	November 2015


 


DELINQUENT
LOAN DETAIL  


 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
    	 	  	 	Current	 	Outstanding	  	Outstanding	 	Loan	 	Special	 	  	 	  	 	  	 	Resolution
	 
    	 	Paid
    Thru	 	P&I	 	P&I	  	Servicing	 	Status	 	Servicer	 	Foreclosure	 	Bankruptcy	 	Reo	 	Strategy
	Loan
    ID	 	Date	 	Advances**	 	Advances***	 	Advances	 	Code*	 	Transfer
    Date	 	Date	 	Date	 	Date	 	Code(1)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 

         

         

         

         

         

         

         

         

         

         
	 	 

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 
    	 	  	  	  	  	  	 
    
	  	 	Resolution
    Strategy Code (1)
	*   Loan
    Status: A = Payment not received but still in grace period; B = Late Payment but less than 30 days delinquent; 0 = Current,
    1 = 30 -59 Days Delinquent; 2 = 60 - 89 Days Delinquent; 3 = 90+ Days Delinquent; 4 = Performing Matured Ballon; 5 =
    Non Performing Matured Balloon	 	1 -	Modification	6 -	DPO	10 -	Deed
    in Lieu of
	 	2 -	Foreclosure	7 -	REO	  	Foreclosure
	 	3 -	Bankruptcy	8 -	Resolved	11 -	Full
    Payoff
	** Current
    advances are not provided but are derived from information received from the Servicer	 	4 -	Extension	9 -	Pending
    Return to	12 -	Reps
    and Warranties
	***Outstanding
    P&I Advances include the current period P&I Advances and may include Servicer Advances	 	5 -	Note
    Sale	  	Master
    Servicer	13 -	Other
    or TBD
	 	 	 	 	 	 	 	 


 








 


    	D-22



    	 



    










  

EXHIBIT E


 


FORM OF TRANSFER CERTIFICATE 

FOR RULE 144A GLOBAL CERTIFICATE 

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


U.S. Bank National Association,

as Certificate Registrar


111 Fillmore Avenue


St. Paul, Minnesota 55107


Attention: Bondholder Services
– GS 2015-GC34

 

	 	Re:	GS
Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34, Class [__]	 




 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National Association, as Certificate Administrator
and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Master Servicer and Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer. Capitalized terms used but not defined herein
shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A 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 Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the offer of the
Certificates was not made to a person in the United States;


 


 


 

*     Select appropriate depository.

 


    	Exhibit E-1



    	 



    


 


[(2)         at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)         the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)          no directed selling
efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;


 


(4)          the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)          the transferee
is an institution.


 


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, Trustee, Operating Advisor, Certificate Administrator, Master
Servicer, Special Servicer and the Underwriters.






	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title: 











 





Dated:
_______


 


cc:
   GS Mortgage Securities Corporation II

 


 



 


**     Insert one of these two
provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    	Exhibit E-2



    	 



    
 

EXHIBIT F


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE 

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 

U.S. Bank National Association,

as Certificate Registrar


111 Fillmore Avenue


St. Paul, Minnesota 55107


Attention: Bondholder Services
– GS 2015-GC34


 


	 	Re:	GS
Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34, Class [__]	 



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National Association, as Certificate Administrator
and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Master Servicer and Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer. Capitalized terms used but not defined herein
shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A 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 Pooling and Servicing Agreement and, (i) with respect to transfers
made in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), the Transferor does hereby certify that:


 


(1)          the offer of the
Certificates was not made to a person in the United States;


 


    	Exhibit F-1



    	 



    
 


[(2)         at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]*


 


[(2)         the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] *


 


(3)          no directed selling
efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;


 


(4)          the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)          the transferee
is an institution.


 


or (ii) with respect to transfers
made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates are being transferred
in a transaction permitted by Rule 144 under 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, Trustee, Operating Advisor, Certificate Administrator, Master
Servicer, Special Servicer and the Underwriters.


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title: 










 


Dated:
________


 


cc:   GS Mortgage Securities Corporation II

 


 



 


*     Insert one of these two
provisions, which come from the definition of “offshore transaction” in Regulation S.


 


**   Select (i) or (ii), as
applicable.

 




    	Exhibit F-2



    	 



    
 

EXHIBIT G


 


FORM OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE 

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 



U.S. Bank National Association,

as Certificate Registrar



111 Fillmore Avenue



St. Paul, Minnesota 55107



Attention: Bondholder Services
– GS 2015-GC34


 

	 	Re:	GS
Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34, Class [__]	 


 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National Association, as Certificate Administrator
and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Master Servicer and Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer. Capitalized terms used but not defined herein
shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance][Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S 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


 


 


 

*     Select appropriate depository.

 





    	Exhibit G-1



    	 



    

 


Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Certificate Administrator, Master
Servicer, Special Servicer and the Underwriters. 






	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title: 










 


Dated:
_______


 


cc:
   GS Mortgage Securities Corporation II


 



    	Exhibit G-2



    	 



    


 


EXHIBIT H


 


FORM OF CERTIFICATION TO BE GIVEN BY

BENEFICIAL OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE


 


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 



U.S. Bank National Association,

as Certificate Registrar 


111 Fillmore Avenue 


St. Paul, Minnesota 55107 


Attention: Bondholder Services
– GS 2015-GC34


 


	 	Re:	GS
Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34, Class [__]	 


 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National Association, as Certificate Administrator
and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Master Servicer and Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer. Capitalized terms used but not defined herein
shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S 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 Pooling and Servicing Agreement certifies that it is an institution that is not a “U.S. person” as
defined by Regulation S under the Securities Act of 1933, as amended.


 


We undertake to advise
you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the
Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are


 


 


 

*     Select, as applicable.

 


    	Exhibit H-1



    	 



    
 

commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Certificate Administrator, Master
Servicer, Special Servicer and the Underwriters.


	 	 	 
	 	Dated:______________
	 	 
	 	By:	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.



 


    	Exhibit H-2



    	 



    


 


EXHIBIT I


 


FORM OF TRANSFER CERTIFICATE 

FOR NON-BOOK ENTRY CERTIFICATE 

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 



U.S. Bank National Association,

as Certificate Registrar


111 Fillmore Avenue


St. Paul, Minnesota 55107


Attention: Bondholder Services
– GS 2015-GC34


 


	 	Re:	GS
Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34, Class [__]	 



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National Association, as Certificate Administrator
and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Master Servicer and Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer. Capitalized terms used but not defined herein
shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S 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 Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the offer of the
Certificates was not made to a person in the United States;


 


 


 

*     Select appropriate depository.

 


    	Exhibit I-1



    	 



    

 

[(2)        at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)        the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)          no directed selling
efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;


 


(4)          the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)          the transferee
is an institution.


 


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, Trustee, Operating Advisor, Certificate Administrator, Master
Servicer, Special Servicer and the Underwriters.




	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title: 













 


Dated:
________


 


cc:
   GS Mortgage Securities Corporation II.


 





 



 


**     Insert one of these two
provisions, which come from the definition of “offshore transaction” in Regulation S.

 



    	Exhibit I-2



    	 



    


 



EXHIBIT J


 


FORM OF TRANSFER CERTIFICATE 

FOR NON-BOOK ENTRY CERTIFICATE 

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 



U.S. Bank National Association,

as Certificate Registrar



111 Fillmore Avenue


St. Paul, Minnesota 55107


Attention: Bondholder Services
– GS 2015-GC34


 


		Re:	GS
Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National Association, as Certificate Administrator
and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Master Servicer and Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer. Capitalized terms used but not defined herein
shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S 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 Pooling and Servicing Agreement and, (i) with respect to transfers
made in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), the Transferor does hereby certify that:


 


(1)          the offer of the
Certificates was not made to a person in the United States;

 


    	Exhibit J-1



    	 



    

 


[(2)        at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]*


 


[(2)        the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] *


 


(3)          no directed selling
efforts 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; and


 


(5)          the transferee
is an institution.


 


or (ii) with respect to transfers
made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates are being
transferred in a transaction permitted by Rule 144 under 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, Trustee, Operating Advisor, Certificate Administrator, Master
Servicer, Special Servicer and the Underwriters.



 




	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:

Title:



 


Dated: _______


 


cc:   GS Mortgage
Securities Corporation II.





 


 


*       Insert one of these two
provisions, which come from the definition of “offshore transaction” in Regulation S.


 


**     Select (i) or (ii), as
applicable.


 


    	Exhibit J-2



    	 



    


 


EXHIBIT K


 


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE 

TO RULE 144A GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


U.S. Bank National Association,

as Certificate Registrar



111 Fillmore Avenue



St. Paul, Minnesota 55107



Attention: Bondholder Services
– GS 2015-GC34


 


		Re:	GS
Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34, Class [__]


 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National Association, as Certificate Administrator
and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Master Servicer and Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer. Capitalized terms used but not defined herein
shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A 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 K-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, Trustee, Operating Advisor, Certificate Administrator, Master
Servicer, Special Servicer and the Underwriters.






	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title: 










 


Dated:
_______


 


cc:
   GS Mortgage Securities Corporation II.


 


    	Exhibit K-2



    	 



    

 

EXHIBIT L-1


 


FORM OF AFFIDAVIT PURSUANT TO

SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


U.S. Bank National Association,

as Certificate Registrar



111 Fillmore Avenue



St. Paul, Minnesota 55107



Attention: Bondholder Services
– GS 2015-GC34


 


		Re:	GS
Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National Association, as Certificate Administrator
and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Master Servicer and Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer




	 	 
	STATE OF	)
	 	)          ss.:
	COUNTY OF	)



 


Capitalized terms not
defined herein shall have the meaning ascribed to them in the Pooling 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 “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 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 political subdivision of a State, any


 


    	Exhibit L-1-1



    	 



    

 


possession of the United States or any agency or instrumentality
of any of the foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax and, except
for 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 be subject to tax or 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. Tax Person, (d) an entity treated as a U.S.
partnership if any of its partners, directly or indirectly (other than through a U.S. corporation) is (or is permitted to be under
the partnership agreement) a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect to which income from a
Class R Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income
tax treaty, of the transferee or any other U.S. Tax Person.


 


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. Tax Person.


 


8.           Check the applicable
paragraph:


 


☐          The present value
of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum of:


 


(i)         the present value
of any consideration given to the Purchaser to acquire such Class R Certificate;


 


    	Exhibit L-1-2



    	 



    


 


(ii)          the present value
of the expected future distributions on such Class R Certificate; and


 


(iii)         the present
value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the
Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b)
of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for
the month of the transfer and the compounding period used by the Purchaser.


 


☐           The transfer of
the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)           the Purchaser
is an “eligible corporation”, as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income
from the Class R Certificate will only be taxed in the United States;


 


(ii)          at the time of
the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser had
gross assets for financial reporting purposes (excluding any obligation of a Person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)         the Purchaser
will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations Section 1.860E-1(c)(6)(i),
in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Treasury Regulations
Section 1.860E-1(c)(5); and


 


(iv)         the Purchaser
determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including, but
not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates
and other factors specific to the Purchaser) that it has determined in good faith.


 


☐           None of the above.


 


9.            The Purchaser historically
has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser intends
to pay taxes associated with holding the Class R Certificates as they become due.


 


10.          The Purchaser
understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated by
such Certificate.


 


    	Exhibit L-1-3



    	 



    

 

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 5.03 of the Pooling and Servicing Agreement, a description of which provisions is set
forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.          The Purchaser
consents to the designation of the Certificate Administrator as the agent of the Tax Matters Person of the Lower-Tier REMIC and Upper-Tier
REMIC pursuant to Section 4.04 of the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________,
20__.



	 	 	 
	 	By:	 
	 	 	Name:

Title:




	 	 	 
	 	By:	 
	 	 	Name:

Title:


 


    	Exhibit L-1-4



    	 



    




 


 


On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me
that they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.



 


	 	 
	 	NOTARY PUBLIC in and
    for the
	 	State of _______________





 


[SEAL] 


	 	 
	My Commission expires:
	 	 


 


    	Exhibit L-1-5



    	 



    

 


EXHIBIT L-2


 


FORM OF TRANSFEROR LETTER


 


[Date]


 


U.S. Bank National Association,

as Certificate Registrar



111 Fillmore Avenue



St. Paul, Minnesota 55107



Attention: Bondholder Services
– GS 2015-GC34


 


Re:         GS
Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34, 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 Pooling and Servicing Agreement, dated as of
October 1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II,
as Depositor, U.S. Bank National Association, as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating
Advisor, Wells Fargo Bank, National Association, as Master Servicer and Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer. All capitalized terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, that:


 


(1)          No purpose of
the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will be to impede
the assessment or collection of any tax.


 


(2)          The Transferor
understands that the Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit L-1. 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 the Transferee has historically paid its debts as they became due and has found no significant


 


    	Exhibit L-2-1



    	 



    

 


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 L-2-2



    	 



    
 

EXHIBIT L-3


 


FORM OF TRANSFEREE LETTER


 


[Date]


 



U.S. Bank National Association,

as Certificate Registrar



111 Fillmore Avenue



St. Paul, Minnesota 55107



Attention: Bondholder Services
– GS 2015-GC34


 


U.S. Bank National Association,

as Trustee




190 South LaSalle Street, 7th Floor

Chicago, Illinois 60603

Attention: GSMS 2015-GC34


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282-2198

Attention: Leah Nivison


 


[Transferor]



[______]



[______]



Attention: [______]


 


	 	Re:	GS
Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34	 



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [$_____________ initial Certificate Principal Amount] [_____% Percentage Interest]
of GS Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass Through Certificates, Series 2015-GC34, Class [_], CUSIP No.
[____] (the “Certificates”), issued pursuant to that certain Pooling and Servicing Agreement, dated as of October
1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
U.S. Bank National Association, as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells
Fargo Bank, National Association, as Master Servicer and Midland Loan Services, a Division of PNC Bank, National Association, as
Special Servicer. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in
the Pooling and Servicing Agreement.


 



    	Exhibit L-3-1



    	 



    

 


In connection with such
transfer, the Purchaser hereby represents and warrants to you that with respect to the Class E, Class F, Class G, Class S and Class R
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 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 (with respect to any transfer of a Class E, Class F or Class G Certificate) 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.


 




    	Exhibit L-3-2



    	 



    
 

IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, ____.



	 	 	 
	 	Very truly yours,
	 	 	 
	 	[INSERT NAME OF PURCHASER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    	Exhibit L-3-3



    	 



    

 

EXHIBIT L-4


 


FORM OF INVESTMENT REPRESENTATION
LETTER


 


[Date]


 


U.S. Bank National Association,

as Certificate Registrar



111 Fillmore Avenue



St. Paul, Minnesota 55107



Attention: Bondholder Services
– GS 2015-GC34


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282-2198

Attention: Leah Nivison


 


	 	Re:	GS
Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34, Class [__]	 



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and Servicing
Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National Association, as Certificate
Administrator and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Master
Servicer and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, on behalf of the holders
of Commercial Mortgage Pass-Through Certificates, Series 2015-GC34 (the “Certificates”) in connection with the
transfer by [             ] (the “Seller”)
to the undersigned (the “Purchaser”) of $_____ aggregate [Certificate Principal Amount][Notional Amount] of
Class [ ] Certificates [representing a [  ]% Percentage Interest in the related Class], in certificated fully registered
form (such registered interest, the “Certificate”). Terms used but not defined herein shall have the meanings
ascribed thereto in the Pooling 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)


 


    	Exhibit L-4-1



    	 



    

 


as 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 resale to (i) “qualified
institutional buyers” in transactions complying with Rule 144A, or (ii) Institutional Accredited Investors under the Securities
Act, 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 reoffered, resold,
pledged or otherwise transferred 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 October [_], 2015, 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 Pooling 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 5.03 of the Pooling and Servicing
Agreement.


 


    	Exhibit L-4-2



    	 



    
 


7.           Check one of the
following:


 


☐          The
Purchaser is a “U.S. Tax Person” and it has attached hereto an Internal Revenue Service (“IRS”) Form W-9
(or successor form).


 


☐          The
Purchaser is not a “U.S. Tax Person” and under applicable law in effect on the date hereof, no taxes will be required
to be withheld by the Certificate Administrator (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. Tax Person, (ii) two duly executed copies
of IRS Form W-8IMY (and all appropriate attachment) or (iii) two duly executed copies of IRS Form W-8ECI (or successor form), which
identify such Purchaser as the beneficial owner of the Certificate(s) and state that interest and original issue discount on the
Certificate(s) is, or is expected to be, effectively connected with a U.S. trade or business. The Purchaser agrees to provide to
the Certificate Administrator updated IRS Forms W-8BEN, IRS Forms W-8BEN-E, IRS Forms W-8IMY or IRS Forms W-8ECI, as the case may
be, any applicable successor IRS forms, or such other certifications as the Certificate Administrator 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 Administrator.


 


For the purposes of this
paragraph 7, “U.S. Tax 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. Tax Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable
Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


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:__________________________________________


 


(b)          by
mailing a check or draft to the following address:


 


 


 

**     Please select (a) or (b).


 


    	Exhibit L-4-3



    	 



    




__________________________________________


 


__________________________________________


 

__________________________________________




	 	 	 
	 	Very truly yours,
	 	 	 
	 	[INSERT NAME OF PURCHASER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 





Dated: ________________,
20__


 


    	Exhibit L-4-4



    	 



    


 


EXHIBIT M-1A



FORM OF INVESTOR CERTIFICATION FOR OBTAINING INFORMATION AND NOTICES


 


(FOR PERSONS OTHER THAN THE CONTROLLING
CLASS REPRESENTATIVE AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 

[Date]


 


	
        Wells Fargo Bank, National
        Association

        Commercial Mortgage Servicing

        MAC D1086


        550 South Tryon Street, 14th
        Floor

        Charlotte, North Carolina 28202

        Attention: GSMS 2015-GC34 Asset Manager

               

         
	
        Midland Loan Services, a Division of PNC Bank, National Association

        10851 Mastin Street

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

         

	
        U.S. Bank National Association

        as Trustee

        190 South LaSalle Street, 7th Floor

        Chicago, Illinois 60603

        Attention: GSMS 2015-GC34

         
	
        U.S. Bank National Association

        as Certificate Administrator

        190 South LaSalle Street, 7th Floor, Mail Code: MK IL SL7C

        Chicago, Illinois 60603

        Attention: GSMS 2015-GC34

         

	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite 100

        Amherst, New York 14228

        Attention: Don Simon, Chief Operating Officer

        
	 


 


	Attention:	Corporate
Trust Services (CMBS) - GS Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates Series 2015-GC34










 


In accordance with
the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of October 1, 2015 (the
“Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National Association,
as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association,
as Master Servicer and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, with respect to
the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 



    	Exhibit M-1A-1



    	 



    

 


1.          The undersigned
is a [certificateholder][beneficial owner][prospective purchaser] of the Class ___ Certificates][Companion Loan Holder or its representative
(as defined in the Agreement)] and is neither the Controlling Class Representative nor a Controlling Class Certificateholder.


 


2.          The undersigned
has received a copy of the Prospectus Supplement and the Prospectus.1


 


3.          The undersigned
is not a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of any of the foregoing or an agent, principal, partner, member,
joint venturer, limited partner, employee, representative, director, trustee, advisor of or investor in or of any of the foregoing.


 


4.          The undersigned
is requesting access pursuant to the Agreement to certain information (the “Information”) on the [Master Servicer’s
website][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 Agreement.


 


In consideration of
the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Master Servicer or Certificate Administrator,
as applicable, 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, unless required to do so
by law.


 


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 agreement by itself or any of its Representatives and shall indemnify the Depositor,
the Operating Advisor, the Certificate Administrator, the Trustee, the Master 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 [Master Servicer’s website][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 Agreement.


 


 



 


1 Only required for a certificateholder
or a beneficial owner.

 


    	Exhibit M-1A-2



    	 



    
 


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.




	 	 	 	 	 	 	 
	 	[Certificateholder][Beneficial Owner][Prospective Purchaser][Companion Loan
Holder or its representative]
	 	 	 	 	 	 	 
	 	By:	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Name: 	 	 	 	 
	 	 	 	 	 	 
	 	Title:	 	 	 	 
	 	 	 	 	 	 
	 	Company:	 	 
	 	 	 	 
	 	Phone:	 	 	 


 



    	Exhibit M-1A-3



    	 



    


 


EXHIBIT M-1B


 


FORM OF INVESTOR CERTIFICATION FOR
NON-BORROWER PARTY


 


(FOR THE CONTROLLING CLASS REPRESENTATIVE
AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 



	
        Wells Fargo Bank, National
        Association

        Commercial Mortgage Servicing

        MAC D1086

        550 South Tryon Street, 14th
        Floor

        Charlotte, North Carolina 28202

        Attention: GSMS 2015-GC34 Asset Manager        

        

         
	
        Midland Loan Services, a Division of PNC Bank, National Association

        10851 Mastin Street

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

         

	
        U.S. Bank National Association

        as Trustee

        190 South LaSalle Street, 7th Floor

        Chicago, Illinois 60603

        Attention: GSMS 2015-GC34

         
	
        U.S. Bank National Association

        as Certificate Administrator

        190 South LaSalle Street, 7th Floor, Mail Code: MK IL SL7C

        Chicago, Illinois 60603

        Attention: GSMS 2015-GC34

         

	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite 100

        Amherst, New York 14228

        Attention: Don Simon, Chief Operating Officer        
        

        	 


 




		Attention:	Corporate Trust Services (CMBS) - GS Mortgage Securities Trust 2015-GC34,
Commercial Mortgage Pass-Through Certificates Series 2015-GC34



 


In accordance with
the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2015
(the “Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National Association,
as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association,
as Master Servicer and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, with respect to
the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


    	Exhibit M-1B-1



    	 



    

 

1.          The undersigned
is [the Controlling Class Representative][a Controlling Class Certificateholder].


 


2.          The undersigned
is not a Borrower Party.


 


3.          The undersigned
is requesting access pursuant to the Agreement to certain information (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 Master Servicer or Certificate Administrator,
as applicable, 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, unless required to do so
by law.


 


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.


 


4.          The undersigned
shall be fully liable for any breach of this agreement by itself or any of its officers, directors, partners, employees, agents
or representatives (collectively, the “Representatives”) and shall indemnify the Depositor, the Operating Advisor,
the Certificate Administrator, the Trustee, the Master 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.


 


5.          At any time the
undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned shall deliver the certification attached
as Exhibit M-1C to the Agreement and shall deliver to the applicable parties the notice attached as Exhibit M-1D
to the Agreement.


 


6.          To the extent
the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information, the undersigned hereby agrees that it (i) will not directly or indirectly provide such Excluded
Information to (A) the related Mortgagor, (B) any Excluded Controlling Class Holder, (C) any employees or personnel of the undersigned,
(D) any Affiliate involved in the management of any investment in the related Mortgagor or the related Mortgaged Property or (E)
to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Mortgagor, and (ii)
will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations
described in clause (i) above.


 


7.          The undersigned
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.


 



    	Exhibit M-1B-2



    	 



    

 


8.          The undersigned
hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice provisions
of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


9.          Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the 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.



	 	 	 	 	 	 	 
	 	[The Controlling Class Representative][a
Controlling Class Certificateholder]
	 	 
	 	By:	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Name: 	 	 	 	 
	 	 	 	 	 	 
	 	Title:	 	 	 	 
	 	 	 	 	 	 
	 	Company:	 	 
	 	 	 	 
	 	Phone:	 	 	 




 




    	Exhibit M-1B-3



    	 



    



 


EXHIBIT M-1C


 


FORM OF INVESTOR CERTIFICATION FOR
BORROWER PARTY


 


(FOR THE CONTROLLING CLASS REPRESENTATIVE
AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


	
        Wells Fargo Bank,
National Association

        Commercial Mortgage Servicing

        MAC D1086

        550 South Tryon Street,
14th Floor

        Charlotte, North Carolina 28202

Attention: GSMS 2015-GC34 Asset Manager
	 	
        Midland Loan Services, a Division of 

PNC Bank, National Association

10851 Mastin Street

Overland Park, Kansas 66210 

        Attention: Executive Vice President –

Division Head

	 	 	 
	
        U.S. Bank National
Association

as Trustee

        190 South LaSalle Street, 7th Floor

Chicago, Illinois 60603

Attention: GSMS 2015-GC34
	 	
        U.S. Bank National
Association

as Certificate Administrator 

        190 South LaSalle Street, 7th Floor, Mail 

Code: MK IL SL7C 

        Chicago, Illinois 60603 

        Attention: GSMS 2015-GC34 

	 	 	 
	
        Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer
	 	 



 


		Re:	GS Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through
                                                                Certificates, Series 2015-GC34



 


In accordance with
Section 4.02(a) of the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Agreement”),
between GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National Association, as Certificate Administrator and Trustee,
Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Master Servicer and Midland Loan Services,
a Division of PNC Bank, National Association, as Special Servicer, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 



    	Exhibit M-1C-1



    	 



    




 


1.             The undersigned
is [the Controlling Class Representative][a Controlling Class Certificateholder].


 


2.             The undersigned
is a Borrower Party with respect to the following Mortgage Loans (the “Excluded Controlling Class Loans”):


 


	

Mortgage Loan Number	Loan Name	Borrower Name
	 

                                                                                 
	 	 
	 	 

                                                                                 
	 
	 	 

                                                                                 
	 



 


3.             Except with respect
to the Excluded Controlling Class Loans, the undersigned is requesting access pursuant to the Agreement to certain information
(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 its holding or 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 Trustee, 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, unless required to do so by law.


 


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.


 


4.             The undersigned
hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined in the
Agreement) relating to the Excluded Controlling Class Loans to the extent the undersigned receives access to such Excluded Information
on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information in connection with its
duties, or exercise of its rights pursuant to the Agreement.


 


5.             The undersigned
shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor,
the Operating Advisor, the Certificate Administrator, the Trustee, the Master 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.


 



    	Exhibit M-1C-2



    	 



    




 


6.             To the extent
the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information, the undersigned hereby agrees that it (i) will not directly or indirectly provide such Excluded
Information to (A) the related Mortgagor, (B) any Excluded Controlling Class Holder, (C) any employees or personnel of the undersigned,
(D) any Affiliate involved in the management of any investment in the related Mortgagor or the related Mortgaged Property or (E)
to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Mortgagor, and (ii)
will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations
described in clause (i) above.


 


7.             The undersigned
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.


 


8.             The undersigned
hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice provisions
of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


9.             Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name to
be signed hereto by its duly authorized signatory, as of the day and year written above.


 


		[The Controlling Class Representative][a Controlling Class Certificateholder]



 


	 	By:	 



 


		Name:	 



 


		Title:	 



 


		Company:	 



 



    	Exhibit M-1C-3



    	 



    




 





EXHIBIT M-1D


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER


 


[Date]


 


	
        Wells Fargo Bank,
National Association 

        Commercial Mortgage
Servicing 

        MAC D1086 

        550 South Tryon Street,
14th Floor 

        Charlotte, North Carolina 28202

Attention: GSMS 2015-GC34 Asset Manager 
	 	
        Midland Loan Services, a Division of 

PNC Bank, National
Association

10851 Mastin Street

Overland Park, Kansas 66210 

        Attention: Executive Vice President – 

Division Head 

	 	 	 
	
        U.S. Bank National
Association

as Trustee

        190 South LaSalle Street, 7th Floor

        Chicago, Illinois 60603

Attention: GSMS 2015-GC34
	 	
        U.S. Bank National
Association

as Certificate Administrator 

        190 South LaSalle Street, 7th Floor, Mail 

Code: MK
IL SL7C 

        Chicago, Illinois 60603 

        Attention: GSMS 2015-GC34 

	 	 	 
	
        Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer
	 	 



 


		Re:	GS Mortgage Securities Trust 2015-GC34, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC34



 


THIS NOTICE IDENTIFIES AN “EXCLUDED
CONTROLLING CLASS LOAN” RELATING TO THE GS MORTGAGE SECURITIES TRUST 2015-GC34, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2015-GC34, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 4.02(A) OF THE POOLING AND SERVICING AGREEMENT.


 


In accordance with Section 4.02(a) of the
Pooling and Servicing Agreement, dated as of September 1, 2015 (the “Agreement”), between GS Mortgage Securities
Corporation II, as Depositor, U.S. Bank National Association, as Certificate Administrator and Trustee, Pentalpha Surveillance
LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Master Servicer and Midland Loan Services, a Division of
PNC Bank, National Association, as


 



    	Exhibit M-1D-1



    	 



    




 


 Special Servicer, 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 Controlling Class Certificateholder] as of the date hereof.


 


2.             The undersigned has become an Excluded
Controlling Class Holder with respect to the following Mortgage Loan(s) (“Excluded Controlling Class Loans”):


  


	Mortgage Loan Number	Loan Name	Borrower Name
	 

                                                                                 
	 	 
	 	 

                                                                                 
	 
	 

                                                                                 
	 	 



 



3.             The undersigned hereby requests termination
of access to any Excluded Information relating to such Excluded Controlling Class Loans. The undersigned acknowledges that it is
not permitted to access and shall not access any Excluded Information related to the Excluded Controlling Class Loans and made
available on the Certificate Administrator’s Website or otherwise pursuant to the Agreement unless and until it (i) is no
longer an Excluded Controlling Class Holder with respect to such Excluded Controlling Class Loans, (ii) has delivered notice of
the termination of the related Excluded Controlling Class Holder status and (iii) has submitted a new Investor Certification in
accordance with Section 4.02(a) of the Agreement.


 


4.             The undersigned agrees to indemnify
and hold harmless each party to the Agreement, the Underwriters, the Initial Purchasers and the Trust Fund from any damage, loss,
cost or liability (including legal fees and expenses and the cost of enforcing this indemnity) arising out of or resulting from
any unauthorized access by the undersigned or any agent, employee, representative or person acting on its behalf of any Excluded
Information relating to the Excluded Controlling Class Loans listed in Paragraph 2 above.


 


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.


 



    	Exhibit M-1D-2



    	 



    




 


IN WITNESS WHEREOF, the undersigned has made
the representations above and shall have caused, or shall be deemed to have caused, its name to be signed hereto by its duly authorized
signatory, as of the day and year written above.





	 	 	 	 	 
	 	 	 	[Controlling Class Representative]     [a Controlling
Class Certificateholder]
	 	By: 	 	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 	Phone:	 
	 	 	 	Email:	 
	 	 	 	Address	 



 



    	Exhibit M-1D-3



    	 



    

 


EXHIBIT M-1E


 


FORM OF CERTIFICATION OF CONTROLLING
CLASS REPRESENTATIVE


 


	
        Wells Fargo Bank,
National Association 

        Commercial Mortgage
Servicing 

        MAC D1086 

        550 South Tryon Street,
14th Floor 

        Charlotte, North Carolina 28202

Attention: GSMS 2015-GC34 Asset Manager 
	 	
        Midland Loan Services, a Division of 

PNC Bank, National Association

10851 Mastin Street

Overland Park, Kansas 66210 

        Attention: Executive Vice President – 

Division Head

	 	 	 
	
        U.S. Bank National
Association

as Trustee 

        190 South LaSalle Street, 7th Floor

Chicago, Illinois 60603

Attention: GSMS 2015-GC34
	 	
        U.S. Bank National
Association

as Certificate Administrator

        190 South LaSalle Street, 7th Floor, Mail 

Code: MK IL SL7C 

        Chicago, Illinois 60603 

        Attention: GSMS 2015-GC34 

	 	 	 
	
        Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer 
	 	GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


  


		Re:	GS Mortgage Securities Trust 2015-GC34, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC34



 


In accordance with
Section 6.09(d) of the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Agreement”),
between GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National Association, as Certificate Administrator and Trustee,
Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Master Servicer and Midland Loan Services,
a Division of PNC Bank, National Association, as Special Servicer, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.             The undersigned
has been appointed to act as the Controlling Class Representative.


 


2.             The undersigned
is not a Borrower Party.


 



    	Exhibit M-1E-1



    	 



    




 


3.             If the undersigned
becomes a Borrower Party with respect to any Mortgage Loan, the undersigned agrees to and shall deliver the certification attached
as Exhibit M-1C to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notice attached as Exhibit
M-1D to the Pooling and Servicing Agreement.


 


4.             [[For each Certification
other than the Closing Date Certification]The undersigned hereby certifies that an executed copy of this certification in paper
form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to each of the addressees
listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.]


 


5.             Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


[BY ITS CERTIFICATION
HEREOF, the undersigned shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the
date certified.]





	 	 	 
	 	[The Controlling Class Representative][a Controlling Class Certificateholder]
	 	 
	 	By: 	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:





 



    	Exhibit M-1E-2



    	 



    




 





EXHIBIT M-2A


 


FORM OF INVESTOR CERTIFICATION FOR EXERCISING
VOTING RIGHTS FOR NON-BORROWER PARTY


 


[Date]


 


U.S. Bank
National Association, 


190 South
LaSalle Street, 7th Floor, Mail Code: MK IL SL7C 


Chicago,
Illinois 60603 


Attention:
GSMS 2015-GC34


 


		Attention:	Corporate Trust Services (CMBS) - GS Mortgage Securities Trust 2015-GC34,
Commercial Mortgage Pass-Through Certificates Series 2015-GC34



 


In accordance with
the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2015
(the “Agreement”), between GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National Association,
as Certificate Administrator and Trustee (the “Trustee”), Pentalpha Surveillance LLC, as Operating Advisor,
Wells Fargo Bank, National Association, as Master Servicer and Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, 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 Prospectus Supplement and the Prospectus.


 


3.            The undersigned
is not a Borrower Party.


 


4.            The undersigned
intends to exercise Voting Rights under the Agreement and certifies that (please check one of the following):


 


		___	The undersigned is the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator or the Operating Advisor.



 


		___	The undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator or the Operating Advisor and hereby certifies to the existence of an Affiliate Ethical Wall
between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating
Advisor, as applicable.



 



    	Exhibit M-2A-1



    	 



    




 


		___	The undersigned is not the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor or an Affiliate of any of the foregoing.



 


5.             The undersigned
shall be fully liable for any breach of this agreement by itself or any of its officers, directors, partners, employees, agents
or representatives (collectively, the “Representatives”) and shall indemnify the Depositor, the Operating Advisor,
the Certificate Administrator, the Trustee, the Master 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.             Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto 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.


 





	 	[Certificateholder][Beneficial Owner]


 


	 	By:	 



 


	 	Name: 	 



 


	 	Title:	 



 


	 	Company:	 






	 	Phone:	 


 



    	Exhibit M-2A-2



    	 



    




 





EXHIBIT M-2B


 


FORM OF INVESTOR CERTIFICATION FOR EXERCISING
VOTING RIGHTS FOR BORROWER PARTY


  


[Date]





U.S. Bank
National Association, 


190 South
LaSalle Street, 7th Floor, Mail Code: MK IL SL7C 


Chicago,
Illinois 60603 


Attention:
GSMS 2015-GC34 


 


		Attention:	Corporate Trust Services (CMBS) - GS Mortgage Securities Trust 2015-GC34,
Commercial Mortgage Pass-Through Certificates Series 2015-GC34



 


In accordance with
the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2015
(the “Agreement”), between GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National Association,
as Certificate Administrator and Trustee (the “Trustee”), Pentalpha Surveillance LLC, as Operating Advisor,
Wells Fargo Bank, National Association, as Master Servicer and Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, 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 Prospectus Supplement and the Prospectus.


 


3.             The undersigned
is a Borrower Party.


 


4.             The undersigned
intends to exercise Voting Rights under the Agreement and certifies that (please check one of the following):


 


		___	The undersigned is the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator or the Operating Advisor.



 


		___	The undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator or the Operating Advisor and hereby certifies to the existence of an Affiliate Ethical Wall
between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating
Advisor, as applicable.



 


		___	The undersigned is not the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor or an Affiliate of any of the foregoing.



 



    	Exhibit M-2B-1



    	 



    




 


		___	The undersigned is an Excluded Controlling Class Holder. The undersigned is an Excluded Controlling
Class Holder with respect to the following Mortgage Loan(s):



  


	Mortgage Loan Number	Loan Name	Borrower Name
	 	 

                                                                                 
	 
	 	 

                                                                                 
	 
	 	 

                                                                                 
	 


 


 


		___	The undersigned is the Special Servicer and is a Borrower Party with respect to the following Excluded
Special Servicer Loans:



  


	Mortgage Loan Number	Loan Name	Borrower Name
	 	 

                                                                                 
	 
	 	 

                                                                                 
	 
	 

                                                                                 
	 	 


 


 


5.             The undersigned
shall be fully liable for any breach of this agreement by itself or any of its officers, directors, partners, employees, agents
or representatives (collectively, the “Representatives”) and shall indemnify the Depositor, the Operating Advisor,
the Certificate Administrator, the Trustee, the Master 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.             Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto 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.


 



    	Exhibit M-2B-2



    	 



    




 








	 	[Certificateholder][Beneficial Owner]


 


	 	By:	 



 


	 	Name: 	 



 


	 	Title:	 



 


	 	Company:	 






	 	Phone:	 


 



    	Exhibit M-2B-3



    	 



    




 





EXHIBIT M-3


 


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
cmbstransactions@usbank.com.


 


In connection with
the GS Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates Series 2015-GC34 (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.             The undersigned
is an employee or agent of Bloomberg Financial Markets, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management
Inc., 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.usbank.com/abs by request of the Depositor.


 


2.             The undersigned
agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified that the representation above remains
true and correct.


 


3.             The undersigned
acknowledges and agrees that the provision to it of information and/or reports on www.usbank.com/abs 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 Pooling and Servicing Agreement, dated as
of October 1, 2015 (the “Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, U.S.
Bank National Association, as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo
Bank, National Association, as Master Servicer and Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer.


 


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 M-3-1



    	 



    




 











	 	[                               ]


 


	 	By:	 



 


	 	Name: 	 



 


	 	Title:	 



 


	 	Company:	 



 


	 	Phone:	 


 



    	Exhibit M-3-2



    	 



    







 


EXHIBIT M-4



FORM OF CONFIDENTIALITY AGREEMENT


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


[U.S. Bank National Association,

190 South LaSalle Street, 7th Floor, Mail Code: MK IL SL7C

Chicago, Illinois 60603

Attention: GSMS 2015-GC34]


 


[Wells Fargo Bank, National Association,

Commercial Mortgage Servicing, MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: GSMS 2015-GC34 Asset Manager]


 


		Attention:	GS Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34



 


		Re:	GS Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates, Series
2015-GC34



 


Ladies and Gentlemen:


 


In connection with the
GS Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34 (the “Certificates”),
we acknowledge that we will be furnished by Wells Fargo Bank, National Association, as Master Servicer and Midland Loan Services,
a Division of PNC Bank, National Association, as Special Servicer (and may have been previously furnished) with certain information
(the “Information”). For the purposes of this letter agreement (this “Agreement”), “Representative”
of a Person refers to such Person’s directors, officers, employees, and agents; and “Person” refers to
any individual, group or entity.


 


In connection with and
in consideration of our being provided with Information, we hereby acknowledge and agree that we are requesting and will use the
Information solely for purposes of making investment decisions and/or exercising the rights of the Controlling Class Representative
with respect to the above-referenced Certificates and the related Mortgage Loans and will not disclose such Information to any
Person or entity other than (i) our Representatives, (ii) our auditors and regulators and (iii) any Person or entity contemplating
the purchase of any Certificate held by the undersigned or of an interest therein (or such outside Persons as are assisting it
in making an evaluation in connection with purchasing the related Certificates (but only if such Persons confirm in writing such
contemplation of a prospective ownership interest and agree in writing to keep such Information confidential)), (iv) our accountants
and attorneys,


 



    	Exhibit M-4-1



    	 



    




 


and (v) 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 Master Servicer or Special Servicer, as applicable, be otherwise disclosed by the undersigned or by its Representatives
in any manner whatsoever, in whole or in part, unless required to do so by law.


 


The undersigned shall
be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor, the
Operating Advisor, the Certificate Administrator, the Trustee, the Master 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.


 


This Agreement shall
not apply to any of the Information which: (i) is or becomes generally available and known to the public other than as a result
of a disclosure directly or indirectly by us or any of our Representatives; (ii) becomes lawfully available to us on a non-confidential
basis from a source other than you or one of your Representatives, which source is not bound by a contractual or other obligation
of confidentiality to any Person; or (iii) was lawfully known to us on a non-confidential basis prior to its disclosure to us by
you.


 


Capitalized terms used
but not defined herein shall have the meanings assigned thereto in that certain Pooling and Servicing Agreement, dated as of October
1, 2015 (the “Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National
Association, as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National
Association, as Master Servicer and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer.


 


This Agreement, when
signed by us, will constitute our agreement with respect to the subject matter contained herein.


  














	 	Very truly yours,
	 	 
	 	[NAME OF ENTITY]


 


	 	By:	 






	 	Name: 	 






	 	Title:	 






	 	Company:	 






	 	Phone:	 


 






	cc:	GS Mortgage Securities Corporation II Trustee	



 





 



    	Exhibit M-4-2



    	 



    




 


EXHIBIT N


 



 


CUSTODIAN CERTIFICATION


 


[DATE]


 


[All Parties to Pooling and Servicing Agreement]

[Applicable Mortgage Loan Seller]

[Each Underwriter]


 


		Re:	Pooling and Servicing Agreement (“Pooling
and Servicing Agreement”) relating to GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates,
Series 2015-GC34



 


Ladies and Gentlemen:


 


In accordance with the provisions of Section
2.02(b) of the Pooling and Servicing Agreement, the undersigned hereby certifies that, with respect to each Mortgage Loan, and
subject to the exceptions noted in the schedule of exceptions attached hereto, (i) all documents specified in clauses (1), (2),
(3), (4)(other than with respect to a Non-Serviced Mortgage Loan), (5), (7), (15) and (20) (for any Mortgage Loan that is part
of a Whole Loan) of the definition of “Mortgage File” are in its possession or the related Mortgage Loan Seller has
otherwise satisfied the delivery requirements in accordance with the related Loan Purchase Agreement; (ii) the recordation/filing
contemplated by Section 2.01(c) of the Pooling and Servicing Agreement has been completed (based solely on receipt by the undersigned
of the particular recorded/filed documents); (iii) all documents received by the undersigned or the Custodian with respect to such
Mortgage 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 Mortgagor), (B) appear
to have been executed (where appropriate) and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred
to in Section 2.02(a) and Section 2.02(b) of the Pooling and Servicing Agreement and only as to the foregoing documents (together
with any Loan Agreement that has been delivered by the related Mortgage Loan Seller), the information set forth in the Mortgage
Loan Schedule with respect to the items specified in clauses (iv) and (v)(B) of the definition of “Mortgage Loan Schedule”
accurately reflects the information set forth in the Mortgage File.


 


The undersigned makes no representations as
to: (i) the validity, legality, sufficiency, enforceability or genuineness of any such documents contained in each Mortgage File
or any of the Mortgage Loans identified in the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness
or suitability of any such Mortgage Loan.


 


The Custodian’s review of the Mortgage
Files 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


 



    	Exhibit N-1



    	 



    




 


Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.


 


Capitalized words and phrases used herein
and not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. This
Certificate is subject in all respects to the terms of the Pooling and Servicing Agreement. 


	 	 	 
	 	U.S. Bank National Association, as Custodian
	 	 	 
	 	By: 	 
	 	 	 Name:
	 	 	Title:









 



    	Exhibit N-2



    	 



    




 





SCHEDULE OF EXCEPTIONS


 


[               ]


 




    	Exhibit N-3



    	 



    

 


EXHIBIT O


 


SERVICING CRITERIA TO BE ADDRESSED
IN ASSESSMENT OF COMPLIANCE


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this
Exhibit O, other than with respect to Item 1122(d)(2)(iii), references to Master Servicer below shall include any Sub-Servicer
engaged by a Master Servicer or Special Servicer. 


 


	Servicing
    Criteria 	applicable
    

    Servicing 

    Criteria
	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.	Master
    Servicer

    Special Servicer
	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Master
                                         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.	Master
    Servicer

    Special Servicer
	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.1	Master
                                         Servicer 

        Special
        Servicer 

        Certificate
        Administrator 

	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Master
Servicer

Special Servicer 

        Certificate
        Administrator

         

	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.	Master
    Servicer
	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.	Master
    Servicer

    Special Servicer

    Certificate Administrator



 


 









1 The servicing
criteria in Item 1122(d)(1)(v) of Regulation AB shall be applicable on and after November 23, 2015.


 








    	Exhibit O-1



    	 



    




 


	Servicing
    Criteria 	applicable
    

    Servicing 

    Criteria
	Reference	Criteria	 
	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.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Master
    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.	Master
    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

    Operating Advisor (excluding clauses (C) and (D) in case of the Operating Advisor)
	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 Reporting 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.	Master
    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.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Master
    Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified
    in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related
    mortgage loan documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Master Servicer’s records regarding the mortgage loans agree with the Master Servicer’s records with respect to
    an obligor’s unpaid principal balance.	Master
    Servicer



 



    	Exhibit O-2



    	 



    




 


	Servicing
    Criteria 	applicable
    

    Servicing 

    Criteria
	Reference	Criteria	 
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Advisor
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A





 



    	Exhibit O-3



    	 



    




 


EXHIBIT P



SUPPLEMENTAL SERVICER SCHEDULE


 



    	Exhibit P-1



    	 



    







 




 


GC34 Schedule P


 


	Control Number	 	Footnotes	 	Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Borrower Name	 	General Property Type	 	Original Balance ($)	 	Origination Date	 	Original Amortization Term (Mos.)	 	Remaining Amortization Term (Mos.)	 	Carve-out Guarantor	 	Letter of Credit
	1	 	1, 2, 3	 	8788	 	CGMRC	 	Illinois Center	 	IC 233 Building Company LLC and IC 111 Building Company LLC	 	 	 	$100,000,000	 	8/4/2015	 	360	 	360	 	Michael Karfunkel	 	No
	1.01	 	 	 	10576	 	CGMRC	 	111 East Wacker	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 
	1.02	 	 	 	10631	 	CGMRC	 	233 North Michigan Avenue	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	4, 5	 	8633	 	CGMRC	 	750 Lexington Avenue	 	International Plaza Associates, L.P.	 	Mixed Use	 	$84,500,000	 	9/10/2015	 	360	 	360	 	Charles Steven Cohen	 	No
	3	 	6, 7, 8	 	7NN2T5	 	GSMC	 	Hammons Hotel Portfolio	 	JQH-Allen Development, LLC, JQH-Concord Development, LLC, JQH-Glendale, AZ Development, LLC, Hammons of Huntsville, LLC, JQH-Kansas City Development, LLC, JQH-Murfreesboro Development, LLC and JQH-Norman Development, LLC	 	 	 	$72,500,000	 	8/13/2015	 	360	 	359	 	Revocable Trust of John Q. Hammons, Dated December 28, 1989, as Amended and Restated	 	No
	3.01	 	 	 	7NN2T5-1	 	GSMC	 	Embassy Suites Concord, NC	 	 	 	Hospitality	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	 	 	 	7NN2T5-2	 	GSMC	 	Embassy Suites Murfreesboro, TN	 	 	 	Hospitality	 	 	 	 	 	 	 	 	 	 	 	 
	3.03	 	 	 	7NN2T5-3	 	GSMC	 	Embassy Suites Norman, OK	 	 	 	Hospitality	 	 	 	 	 	 	 	 	 	 	 	 
	3.04	 	 	 	7NN2T5-4	 	GSMC	 	Courtyard by Marriott Dallas/Allen, TX	 	 	 	Hospitality	 	 	 	 	 	 	 	 	 	 	 	 
	3.05	 	 	 	7NN2T5-7	 	GSMC	 	Renaissance by Marriott Phoenix/Glendale, AZ	 	 	 	Hospitality	 	 	 	 	 	 	 	 	 	 	 	 
	3.06	 	 	 	7NN2T5-6	 	GSMC	 	Embassy Suites Huntsville, AL	 	 	 	Hospitality	 	 	 	 	 	 	 	 	 	 	 	 
	3.07	 	 	 	7NN2T5-5	 	GSMC	 	Residence Inn by Marriott Kansas City, MO	 	 	 	Hospitality	 	 	 	 	 	 	 	 	 	 	 	 
	4	 	9	 	1	 	SMF I	 	Parkside at So7	 	T Parkside KTX TX, LLC, T Parkside SMR TX, LLC, T Parkside FHV TX, LLC, T Parkside SDL TX, LLC and T Parkside OTTM TX, LLC	 	Mixed Use	 	$54,100,000	 	9/15/2015	 	360	 	360	 	2005 ZST/TBT Descendant’s Trust - T Trust and Zaffar S. Tabani	 	No
	5	 	 	 	10078	 	CGMRC	 	444-450 West 56th Street	 	444 56th Street Realty Co. LLC	 	Office	 	$30,000,000	 	9/18/2015	 	0	 	0	 	LCBS Corporation	 	No
	6	 	10	 	7NWC72	 	GSMC	 	Denton Center	 	RPI Denton Center, Ltd.	 	Retail	 	$29,750,000	 	8/28/2015	 	0	 	0	 	Jeffrey L. Olyan	 	No
	7	 	 	 	8760	 	CGMRC	 	Bluejay Grocery Portfolio	 	Madison BJ Partners LLC	 	 	 	$27,448,750	 	7/29/2015	 	360	 	360	 	Marc Jacobowitz and Yerachmeal Jacobson	 	No
	7.01	 	 	 	8760-1	 	CGMRC	 	Pick N Save	 	 	 	Retail	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	 	 	 	8760-2	 	CGMRC	 	Marsh Kokomo	 	 	 	Retail	 	 	 	 	 	 	 	 	 	 	 	 
	7.03	 	 	 	8760-3	 	CGMRC	 	Copps Madison	 	 	 	Retail	 	 	 	 	 	 	 	 	 	 	 	 
	7.04	 	 	 	8760-4	 	CGMRC	 	Tops Lockport	 	 	 	Retail	 	 	 	 	 	 	 	 	 	 	 	 
	8	 	 	 	MC002AB61	 	MC-FiveMile	 	The Heights at State College Phase III 	 	Circleville Road Partners A, LP	 	Multifamily	 	$24,000,000	 	8/21/2015	 	360	 	360	 	Keith R. Cooper, William J. Leone, W. Grant Scott, II and David E. Meese	 	No
	9	 	 	 	7N1259	 	GSMC	 	Festival at Sawmill Centre	 	Festival Center, LLC	 	Retail	 	$23,500,000	 	9/1/2015	 	360	 	359	 	Gloria S. Haffer, as trustee of The Bernard R. Ruben Irrevocable Trust For Issue dated December 7, 1997	 	No
	10	 	11, 12	 	MC002BCF8	 	MC-FiveMile	 	Woodlands Corporate Center and 7049 Williams Road Portfolio	 	Woodlands Realty Group, LLC	 	 	 	$23,300,000	 	8/13/2015	 	360	 	360	 	Nicholas A. Sinatra, Anthony R. Nanula, Philip J. Nanula, Steven V. Nanula and Paul S. Nanula	 	No
	10.01	 	 	 	MC002BCF8 - MC002C085	 	MC-FiveMile	 	Woodlands West	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 
	10.02	 	 	 	MC002BCF8 - MC002C093	 	MC-FiveMile	 	Woodlands East	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 
	10.03	 	 	 	MC002BCF8 - MC002C0A0	 	MC-FiveMile	 	7049 Williams Road	 	 	 	Industrial	 	 	 	 	 	 	 	 	 	 	 	 
	11	 	 	 	MC0028B74	 	MC-FiveMile	 	615 Alpha Drive	 	McKnight Alpha Drive, L.P.	 	Industrial	 	$19,290,000	 	9/18/2015	 	360	 	360	 	William Rudolph and Charles Perlow	 	No
	12	 	13, 14	 	7NY1D9	 	GSMC	 	DoubleTree Hotel Universal	 	X Fund Properties LLC	 	Hospitality	 	$18,500,000	 	9/10/2015	 	360	 	360	 	Sagicor Real Estate X Fund Limited and X Fund Properties Limited	 	No
	13	 	 	 	MC00266B5	 	MC-FiveMile	 	Regalia Mansfield/Dolce	 	Regalia South, LLC	 	Multifamily	 	$17,050,000	 	7/16/2015	 	360	 	360	 	Ruslan Krivoruchko	 	No
	14	 	 	 	 	 	CCRE	 	Lake Fredrica Shopping Center	 	FWI 2, L.L.C.	 	Retail	 	$16,000,000	 	9/1/2015	 	360	 	360	 	Thomas J. Cannon III	 	No
	15	 	 	 	7NYGG4	 	GSMC	 	Westlake Center	 	GS-A Westlake Owner LLC	 	Office	 	$14,940,000	 	8/21/2015	 	360	 	360	 	Blue Ash Deerfield Holdings LLC	 	No
	16	 	 	 	7NUCA9	 	GSMC	 	Church Lane Shopping Center	 	Church Lane Shops LLC	 	Retail	 	$14,625,000	 	8/20/2015	 	360	 	360	 	Richard E. Rotner	 	No
	17	 	15, 16	 	2	 	SMF I	 	Hyatt Place Texas Portfolio	 	Austin BV LCP Operating Group, LLC, BV LCP Austin Investment Group, LLC, BV LCP Dallas Investment Group, LLC, Dallas BV LCP Operating Group, LLC, BV LCP San Antonio Investment Group, LLC, San Antonio BV LCP Operating Group, LLC	 	 	 	$13,500,000	 	9/14/2015	 	360	 	360	 	Christopher Gistis, Glenn Gistis, Michael Sullivan and Lawrence Kasser	 	No
	17.01	 	 	 	2.01	 	SMF I	 	Hyatt Place Austin	 	 	 	Hospitality	 	 	 	 	 	 	 	 	 	 	 	 
	17.02	 	 	 	2.02	 	SMF I	 	Hyatt Place San Antonio	 	 	 	Hospitality	 	 	 	 	 	 	 	 	 	 	 	 
	17.03	 	 	 	2.03	 	SMF I	 	Hyatt Place Dallas	 	 	 	Hospitality	 	 	 	 	 	 	 	 	 	 	 	 
	18	 	 	 	 	 	CCRE	 	Parkville Commons	 	River North Holding Company, LLC	 	Retail	 	$12,600,000	 	9/14/2015	 	276	 	276	 	Clifford Illig and Neal Patterson	 	No
	19	 	 	 	10638	 	CGMRC	 	Carnegie Park	 	SG Carnegie Park, LLC	 	Multifamily	 	$12,420,000	 	8/14/2015	 	360	 	360	 	Derron Sanders	 	No
	20	 	 	 	7NU3B7	 	GSMC	 	Shoppes at City Centre	 	JB Shoppes, LLLP	 	Retail	 	$12,350,000	 	8/31/2015	 	0	 	0	 	Martin Osher and Irving Osher	 	No
	21	 	 	 	 	 	CCRE	 	GSP MHP Portfolio III	 	Mill Creek MHP Management, LLC and Newberry Farms Management, LLC	 	 	 	$12,305,000	 	8/13/2015	 	360	 	359	 	Frank T. Perano	 	No
	21.01	 	 	 	 	 	CCRE	 	Mill Creek Estates MHP	 	 	 	Manufactured Housing	 	 	 	 	 	 	 	 	 	 	 	 
	21.02	 	 	 	 	 	CCRE	 	Newberry Farms MHP	 	 	 	Manufactured Housing	 	 	 	 	 	 	 	 	 	 	 	 
	22	 	 	 	 	 	CCRE	 	Deer Run MHP	 	Deer Run Management, LLC	 	Manufactured Housing	 	$12,100,000	 	8/13/2015	 	360	 	359	 	Frank T. Perano	 	No
	23	 	17	 	 	 	CCRE	 	LA Fitness Powell	 	CSRA Columbus OH Fitness, DST	 	Retail	 	$11,500,000	 	9/14/2015	 	360	 	360	 	Louis J. Rogers	 	No
	24	 	18	 	8693	 	CGMRC	 	Gratiot Crossing	 	Gratiot, LLC	 	Retail	 	$11,150,000	 	8/31/2015	 	360	 	360	 	Bruce Shapiro and Mark Burns	 	No
	25	 	 	 	7NYFZ3	 	GSMC	 	Pfeiffer Woods	 	GS-A Pfeiffer Woods Owner LLC	 	Office	 	$11,050,000	 	8/21/2015	 	360	 	360	 	Blue Ash Deerfield Holdings LLC	 	No
	26	 	19	 	MC0028F88	 	MC-FiveMile	 	Artmore Hotel	 	UV Artmore LLC	 	Hospitality	 	$10,700,000	 	8/25/2015	 	360	 	359	 	Allan Gutierrez	 	No
	27	 	 	 	7NWC15	 	GSMC	 	Villas at Waters Edge	 	Welsh Bradenton Homes, LLC and Doyle Bradenton Homes, LLC	 	Senior Housing	 	$10,600,000	 	9/22/2015	 	360	 	360	 	Dennis Doyle	 	No
	28	 	 	 	7NV9P8	 	GSMC	 	Copper Palms Apartment	 	Copper Palms Apartments LLC	 	Multifamily	 	$10,425,000	 	9/15/2015	 	360	 	360	 	Jonathan Lampitt	 	No
	29	 	 	 	8662	 	CGMRC	 	Park on Clairmont	 	FCPCMBR LLC	 	Multifamily	 	$8,318,125	 	8/31/2015	 	360	 	360	 	Charles R. Patty, Jr., Paul Van and John D. Carr	 	No
	30	 	 	 	10022	 	CGMRC	 	Station 3 Lofts	 	Station 3 Lofts, LLC	 	Multifamily	 	$7,800,000	 	8/31/2015	 	360	 	360	 	Ryan Boykin and Jason Shepherd	 	No
	31	 	 	 	8634	 	CGMRC	 	222 East 59th Street	 	D&D 59th Street Building Company LLC	 	Office	 	$7,500,000	 	9/10/2015	 	360	 	360	 	Charles Steven Cohen	 	No
	32	 	 	 	 	 	CCRE	 	Meadowview MHP	 	Meadowview Management, LLC	 	Manufactured Housing	 	$6,650,000	 	8/13/2015	 	360	 	359	 	Frank T. Perano	 	No
	33	 	 	 	3	 	SMF I	 	Coors Central Shopping Center	 	Coors Center DSG, LLC, Coors Center SG, LLC, Coors Center MB, LLC, Coors Center RVM, LLC, Coors Center SZ, LLC and Coors Center SC, LLC	 	Retail	 	$6,550,000	 	9/1/2015	 	360	 	359	 	David Goldberg, Stephen Gallagher and Michael Bushell	 	No
	34	 	 	 	4	 	SMF I	 	Genesis Plaza	 	NetREIT Genesis, LLC	 	Office	 	$6,500,000	 	8/25/2015	 	360	 	360	 	NetREIT, Inc.	 	No
	35	 	 	 	7NU384	 	GSMC	 	North Village	 	2101 Anderson, LLC	 	Multifamily	 	$6,230,000	 	8/25/2015	 	360	 	360	 	Hal Lashlee and Hal Lashlee, Trustee of The Hal Lashlee Living Trust Dated 10/18/84, As Amended	 	No
	36	 	 	 	7NCUR2	 	GSMC	 	Canterbury Apartments	 	Canterbury Plaza Limited Partnership	 	Multifamily	 	$6,100,000	 	8/31/2015	 	360	 	359	 	Gloria S. Haffer, as trustee of The Bernard R. Ruben Irrevocable Trust For Issue dated December 7, 1997	 	No
	37	 	 	 	 	 	CCRE	 	Dobson Medical Office	 	725 South Dobson Road LLC 	 	Office	 	$6,000,000	 	9/3/2015	 	360	 	360	 	Karin Hakanson and Karin Hakanson, Trustee of the Karin Hakanson Trust	 	No
	38	 	 	 	7NFDA1	 	GSMC	 	Surprise Crossing	 	Surprise Crossing SPE LLC	 	Retail	 	$5,850,000	 	9/2/2015	 	360	 	359	 	Christopher C. Shaw and Alan J. Williams	 	No
	39	 	 	 	MC0028E48	 	MC-FiveMile	 	1445 North Loop West	 	PN2-1445, Ltd.	 	Office	 	$5,800,000	 	7/10/2015	 	360	 	358	 	Joseph R. Pryzant	 	No
	40	 	 	 	MC0028928	 	MC-FiveMile	 	Webster Plaza	 	Webster Shopping Center, LLC	 	Retail	 	$5,800,000	 	7/9/2015	 	360	 	358	 	Lawrence Maio, Rochelle Maio and Andy Ayyad	 	No
	41	 	 	 	 	 	CCRE	 	Tall Tree Apartments	 	Joan Dear Properties, LLC	 	Multifamily	 	$5,700,000	 	8/27/2015	 	360	 	360	 	Joan S. Dear and Charles Allan Dear	 	No
	42	 	 	 	5	 	SMF I	 	Oceanside Square	 	Oceanside Square LLC and Earl Oceanside LLC	 	Retail	 	$5,200,000	 	8/31/2015	 	360	 	360	 	James Orr, Randyl M. Kirshner, Edward Choi, Hugh Gross and David Gross	 	No
	43	 	 	 	7NUOZ1	 	GSMC	 	Colonnade of Royal Forest Shopping Center	 	Kingwood Commercial Properties LLC	 	Retail	 	$5,100,000	 	9/16/2015	 	360	 	360	 	Gregory L. Huff	 	No
	44	 	 	 	6	 	SMF I	 	US Storage Center Portfolio	 	Orsett Storage LLC	 	 	 	$4,800,000	 	9/15/2015	 	360	 	360	 	Curt Feuer	 	No
	44.01	 	 	 	6.01	 	SMF I	 	US Storage Center Peoria	 	 	 	Self Storage	 	 	 	 	 	 	 	 	 	 	 	 
	44.02	 	 	 	6.02	 	SMF I	 	US Storage Center Phoenix	 	 	 	Self Storage	 	 	 	 	 	 	 	 	 	 	 	 
	45	 	20	 	7	 	SMF I	 	Drakeshire Apartments	 	Suzanne Apartments, LLC	 	Multifamily	 	$3,768,000	 	8/20/2015	 	300	 	299	 	Gerardo Pecchia	 	No
	46	 	20	 	8	 	SMF I	 	Drakeshire Plaza	 	Suzanne Retail, LLC	 	Retail	 	$600,000	 	8/20/2015	 	300	 	299	 	Gerardo Pecchia	 	No
	47	 	21	 	7NSBG2	 	GSMC	 	Stonecrest Center	 	JRSO LLC	 	Retail	 	$4,000,000	 	9/1/2015	 	300	 	299	 	Ronald B. Russ	 	No
	48	 	 	 	9	 	SMF I	 	Cook Street Office	 	Cook St. Office, LP	 	Office	 	$3,950,000	 	8/31/2015	 	360	 	359	 	John B. Bertram and John B. Bertram, Trustee of the John and Diane Bertram Trust Dated October 12, 2000	 	No
	49	 	 	 	8477	 	CGMRC	 	Montgomeryville Self Storage Portfolio	 	SSCP Mont LLC	 	 	 	$3,900,000	 	9/8/2015	 	360	 	360	 	Jacob Ramage	 	No
	49.01	 	 	 	8477-1	 	CGMRC	 	Xtra Space Self-Storage	 	 	 	Self Storage	 	 	 	 	 	 	 	 	 	 	 	 
	49.02	 	 	 	8477-2	 	CGMRC	 	Montgomeryville Mini Storage	 	 	 	Self Storage	 	 	 	 	 	 	 	 	 	 	 	 
	50	 	 	 	MC0029BC1	 	MC-FiveMile	 	Security Plus Self Storage	 	MR Investments #2, LLLP	 	Self Storage	 	$3,700,000	 	7/31/2015	 	360	 	360	 	Michael E. Ransome	 	No
	51	 	 	 	 	 	CCRE	 	Scott & White Healthcare Copperas Cove	 	Sachs Copperas Cove TX, LLC	 	Office	 	$3,700,000	 	9/16/2015	 	360	 	360	 	Richard C. Sachs	 	No
	52	 	 	 	 	 	CCRE	 	Planet Fitness Wentzville, MO	 	99 Wentzville Bluffs LLC	 	Retail	 	$3,025,000	 	8/13/2015	 	300	 	299	 	Moana Diamond and Glenn Diamond	 	No
	53	 	 	 	MC0029777	 	MC-FiveMile	 	Midtown Crossing	 	Midtown Crossing Retail Investors Limited Partnership	 	Retail	 	$2,650,000	 	7/1/2015	 	342	 	342	 	Scott Pozzi, David Aoyagi, Sam Kinney, Patricia Bozich, Tom Johnston, and Ken Pacioni	 	No
	54	 	 	 	8731	 	CGMRC	 	Denney’s Mini Storage	 	Xtra Space Self Storage of Chino, LLC	 	Self Storage	 	$2,600,000	 	8/21/2015	 	300	 	299	 	James Tatum and Mark Minnick	 	No
	55	 	22	 	10641	 	CGMRC	 	849 West Armitage Avenue	 	849 Armitage LLC	 	Mixed Use	 	$2,450,000	 	9/17/2015	 	360	 	360	 	David Dushey and Brian Goldberg	 	No
	56	 	 	 	10	 	SMF I	 	Fair Oaks and Levee Place	 	Ultra 2, LLC	 	 	 	$2,400,000	 	9/1/2015	 	360	 	360	 	Donald H. Gustafson, Jr. and Erik Gustafson	 	No
	56.01	 	 	 	10.02	 	SMF I	 	Levee Place MHC	 	 	 	Manufactured Housing	 	 	 	 	 	 	 	 	 	 	 	 
	56.02	 	 	 	10.01	 	SMF I	 	Fair Oaks MHC	 	 	 	Manufactured Housing	 	 	 	 	 	 	 	 	 	 	 	 
	57	 	 	 	11	 	SMF I	 	Windhorst MHC	 	Ultra 1, LLC	 	Manufactured Housing	 	$1,792,500	 	9/1/2015	 	360	 	360	 	Donald H. Gustafson, Jr. and Erik Gustafson	 	No


 


 


	DS Partial I/O:	 	The monthly debt service shown for Mortgage Loans with a partial interest-only period reflects the amount payable after the expiration of the interest-only period. 
	Admin Fee Rate:	 	The Administrative Fee Rate includes the Servicing Fee Rate, the Operating Advisor Fee Rate, the Trustee/Certificate Administrator Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate applicable to each Mortgage Loan.
	Open Period:	 	The open period is inclusive of the Maturity Date.
	1	 	The Cut-off Date Balance of $100,000,000 represents the note A-2 of a $260,000,000 loan combination evidenced by three pari passu notes. The companion loans, evidenced by note A-1 (controlling interest in the Illinois Center Whole Loan) and note A-3 (non-controlling interest in the Illinois Center Whole Loan), have an aggregate principal balance of $160,000,000 as of the Cut-off Date. The $100,000,000 note A-1 was securitized in the CGCMT 2015-GC33 securitization transaction and the $60,000,000 note A-3 is expected to be contributed to a future securitization. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $260,000,000.
	2	 	On the origination date, the borrowers deposited $12,500,000 into the TI/LC Reserve. The borrowers are not required to make an ongoing TI/LC Reserve payment unless the TI/LC Reserve account falls below a minimum balance (initially, $7,500,000), after which the borrowers must pay the ongoing TI/LC Reserve amount (initially $174,324) until the TI/LC Reserve equals or exceeds the Leasing Reserve cap (initially, $15,000,000).  If the property achieves a debt yield of 10% for two consecutive calendar quarters, the TI/LC Reserve cap will be reduced to $6,000,000 and the minimum balance will be reduced to $2,500,000.  If for two consecutive calendar quarters (i) the property achieves a debt yield of 13% and (ii) the physical occupancy rate for the property equals or exceeds 95%, the TI/LC Reserve cap will be reduced to $2,500,000, the minimum balance will be reduced to $0, and the ongoing TI/LC Reserve amount will be reduced to $87,162.
	3	 	The lockout period will be at least 26 payment dates beginning with and including the first payment date of September 6, 2015. For the purposes of this Free Writing Prospectus, the assumed lockout period of 26 payment dates is based on the expected GSMS 2015-GC34 securitization closing date in October 2015. The actual lockout period may be longer.
	4	 	The Cut-off Date Balance of $84,500,000 represents the note A-1 of a $130,000,000 whole loan evidenced by two pari passu notes. The companion loan has a principal balance of $45,500,000 as of the Cut-off Date and will be contributed in a future securitization transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $130,000,000.
	5	 	The lockout period will be at least 24 payment dates beginning with and including the first payment date of November 6, 2015. For the purposes of this Free Writing Prospectus, the assumed lockout period of 24 payment dates is based on the expected GSMS 2015-GC34 securitization closing date in October 2015. The actual lockout period may be longer.
	6	 	The Cut-off Date Balance of $72,412,136 represents the non-controlling A-2 note of a $250,800,000 loan combination evidenced by multiple pari passu notes.  Note A-1, with a Cut-off Date Balance of $99,878,808, was contributed to CGCMT 2015-GC33. The remaining related companion loans, with an aggregate outstanding principal balance of $78,205,107, are expected to be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $250,496,051.
	7	 	The lockout period will be at least 25 payment dates beginning with and including the first payment date of October 6, 2015. For the purposes of this Free Writing Prospectus, the assumed lockout period of 25 payment dates is based on the expected GSMS 2015-GC34 securitization closing date in October 2015. The actual lockout period may be longer.
	8	 	Monthly FF&E reserve is equal to: (a) on each due date from October 2015 through and including September 2016, $360,433, (b) beginning on the due date in October 2016, the greater of (1) the monthly amount required to be reserved for each Hammons Hotel Portfolio Mortgaged Property pursuant to the applicable franchise agreement for the replacement of furniture, fixtures and equipment and (2) one-twelfth of 4% of the operating income for each Hammons Hotel Portfolio Mortgaged Property (or, in the case of the Renaissance by Marriott Phoenix/Glendale, AZ Mortgaged Property beginning on the due date in October 2017, one-twelfth of 5% of the operating income) for the previous 12-month period (as determined on August 31 of each year).
	9	 	The Parkside at So7 Mortgaged Property is comprised of 300 multifamily units and 65,411 SF of commercial space. As of September 14, 2015, the multifamily units were 94.3% occupied and the commercial space was 75.1% leased.
	10	 	Ongoing TI/LC and Replacement Reserves are capped at an aggregate $400,000.
	11	 	The TI/LC Cap does not apply during a Trigger Period.
	12	 	The Replacement Reserves Cap does not apply during a Trigger Period.
	13	 	The Cut-off Date Balance of $18,500,000 represents the controlling A-1 note of a $51,000,000 loan combination evidenced by multiple pari passu notes.  The related companion loan, evidenced by the non-controlling note A-2 with an outstanding principal balance of $32,500,000, is expected to be contributed to a future securitization transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $51,000,000.
	14	 	The borrower is required to fund the FF&E reserve (i) for the Due Dates occurring in November 2015 through October 2016, the amount of $98,485.33; (ii) for the Due Dates occurring in November 2016 through October 2018, the greater of (a) the monthly amount required to be reserved pursuant to the Franchise Agreement for the replacement of FF&E and (b) $0; (iii) for the Due Dates occurring in November 2018 through October 2019, the greater of (a) the monthly amount required to be reserved pursuant to the Franchise Agreement for the replacement of FF&E and (b) one-twelfth of 4% of the operating income of the Mortgaged Property for the previous twelve-month period as determined on the anniversary of the last day  of September;  (iv) for the Due Dates occurring in November 2019 through October 2022, the greater of (a) the monthly amount required to be reserved pursuant to the Franchise Agreement for the replacement of FF&E and (b) one-twelfth of 5% of the operating income of the Mortgaged Property for the previous twelve-month period as determined on the anniversary of the last day of September; and (v) for the Due Dates occurring in November 2022 through the payment in full of the indebtedness, the greater of (a) the monthly amount required to be reserved pursuant to the Franchise Agreement for the replacement of FF&E and (b) one-twelfth of 6% of the operating income of the Mortgaged Property for the previous twelve-month period as determined on the anniversary of the last day of September.  
	15	 	The Cut-off Date Balance of $13,500,000 represents the note A-2 of a $38,500,000 whole loan evidenced by two pari passu notes. The companion loan, note A-1, has a principal balance of $25,000,000 as of the Cut-off Date and is expected to be contributed to the JPMBB 2015-C32 securitization. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the whole loan Cut-off Date Balance of $38,500,000.
	16	 	The lockout period will be at least 24 payment dates beginning with and including the first Due Date of November 6, 2015. For the purposes of this free writing prospectus, the assumed lockout period of 24 payment dates is based on the expected GSMS 2015-GC34 securitization closing date in October 2015. The actual lockout period may be longer.
	17	 	Commencing on the Anticipated Repayment Date, the interest rate increases to the greater of 3.0000% per annum plus the greater of (i) the initial interest rate or (ii) the ten-year swap yield as of the first business day after the Anticipated Repayment Date, subject to a cap of 5.0000%.
	18	 	Ongoing TI/LC Reserve payments are waived during the first two years of the loan term. Beginning in September 2017, the TI/LC reserve will be funded monthly during the loan term. Ongoing TI/LC Reserve payments will be made by the borrower in accordance with the below schedule: (i) Years 3-5: $2,500 per month subject to a cap of $30,000, (ii) Year 6: $4,167 per month subject to a Cap of $50,000, (iii) Year 7: $6,250 per month subject to a cap of $75,000, (iv) Year 8: $8,333 per month subject to a cap of $100,000 and (v) Years 9-10: $12,500 per month subject to a cap of $150,000.
	19	 	Ownership plans to reconfigure two of the six two-bedroom suites into four, one-bedroom suites, increasing the total room count by two units as of January 1, 2016.
	20	 	With respect to the Drakeshire Apartments and Drakeshire Plaza Mortgage Loans, which are cross-collateralized and cross-defaulted with each other, the Cut-off Date LTV Ratio, the LTV Ratio at Maturity, the Underwritten NCF DSCR, the Debt Yield on Underwritten Net Operating Income and the Debt Yield on Underwritten Net Cash Flow of the Mortgage Loans are presented in the aggregate.
	21	 	The Ongoing Replacement Reserve amount means $1,336, provided, at such time that Borrower provides evidence reasonably satisfactory to Lender of the completion of the roof replacement, the Ongoing Replacement Reserve amount shall be equal to $743. 
	22	 	3,007 SF of space is related to residential tenants. 


 






    


    


    


 


GC34 Schedule P


 


	Control Number	 	Footnotes	 	Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Upfront RE Tax Reserve ($)	 	Ongoing RE Tax Reserve ($)	 	Upfront Insurance Reserve ($)	 	Ongoing Insurance Reserve ($)	 	Upfront Replacement Reserve ($)	 	Ongoing Replacement Reserve ($)	 	Replacement Reserve Caps ($)	 	Upfront TI/LC Reserve ($)	 	Ongoing TI/LC Reserve ($)	 	TI/LC Caps ($)	 	Upfront Debt Service Reserve ($)
	1	 	1, 2, 3	 	8788	 	CGMRC	 	Illinois Center	 	$1,922,899	 	$961,450	 	$0	 	$0	 	$0	 	$34,865	 	$0	 	$12,500,000	 	$0	 	$15,000,000	 	$0
	1.01	 	 	 	10576	 	CGMRC	 	111 East Wacker	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.02	 	 	 	10631	 	CGMRC	 	233 North Michigan Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	4, 5	 	8633	 	CGMRC	 	750 Lexington Avenue	 	$2,724,550	 	$544,910	 	$0	 	$0	 	$0	 	$6,371	 	$0	 	$0	 	$32,232	 	$1,933,920	 	$0
	3	 	6, 7, 8	 	7NN2T5	 	GSMC	 	Hammons Hotel Portfolio	 	$3,172,482	 	$358,585	 	$0	 	$0	 	$0	 	$360,433	 	$0	 	$0	 	$0	 	$0	 	$0
	3.01	 	 	 	7NN2T5-1	 	GSMC	 	Embassy Suites Concord, NC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	 	 	 	7NN2T5-2	 	GSMC	 	Embassy Suites Murfreesboro, TN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.03	 	 	 	7NN2T5-3	 	GSMC	 	Embassy Suites Norman, OK	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.04	 	 	 	7NN2T5-4	 	GSMC	 	Courtyard by Marriott Dallas/Allen, TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.05	 	 	 	7NN2T5-7	 	GSMC	 	Renaissance by Marriott Phoenix/Glendale, AZ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.06	 	 	 	7NN2T5-6	 	GSMC	 	Embassy Suites Huntsville, AL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.07	 	 	 	7NN2T5-5	 	GSMC	 	Residence Inn by Marriott Kansas City, MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4	 	9	 	1	 	SMF I	 	Parkside at So7	 	$1,096,331	 	$109,633	 	$151,313	 	$11,262	 	$0	 	$5,468	 	$0	 	$250,000	 	$3,271	 	$500,000	 	$0
	5	 	 	 	10078	 	CGMRC	 	444-450 West 56th Street	 	$316,314	 	$79,078	 	$88,415	 	$9,824	 	$0	 	$8,356	 	$0	 	$0	 	$0	 	$0	 	$0
	6	 	10	 	7NWC72	 	GSMC	 	Denton Center	 	$364,505	 	$45,563	 	$0	 	$0	 	$200,000	 	$0	 	TI/LC and Replacement Reserves are capped at an aggregate $400,000.	 	$200,000	 	$0	 	TI/LC and Replacement Reserves are capped at an aggregate $400,000.	 	$0
	7	 	 	 	8760	 	CGMRC	 	Bluejay Grocery Portfolio	 	$0	 	$0	 	$0	 	$0	 	$451,150	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	7.01	 	 	 	8760-1	 	CGMRC	 	Pick N Save	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	 	 	 	8760-2	 	CGMRC	 	Marsh Kokomo	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.03	 	 	 	8760-3	 	CGMRC	 	Copps Madison	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.04	 	 	 	8760-4	 	CGMRC	 	Tops Lockport	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8	 	 	 	MC002AB61	 	MC-FiveMile	 	The Heights at State College Phase III 	 	$85,671	 	$17,134	 	$26,789	 	$2,435	 	$0	 	$2,833	 	$0	 	$0	 	$0	 	$0	 	$0
	9	 	 	 	7N1259	 	GSMC	 	Festival at Sawmill Centre	 	$192,618	 	$48,155	 	$0	 	$0	 	$0	 	$4,164	 	$0	 	$0	 	$12,500	 	$500,000	 	$0
	10	 	11, 12	 	MC002BCF8	 	MC-FiveMile	 	Woodlands Corporate Center and 7049 Williams Road Portfolio	 	$106,882	 	$15,269	 	$25,730	 	$4,288	 	$0	 	$4,417	 	$265,040	 	$0	 	$12,369	 	$742,112	 	$0
	10.01	 	 	 	MC002BCF8 - MC002C085	 	MC-FiveMile	 	Woodlands West	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.02	 	 	 	MC002BCF8 - MC002C093	 	MC-FiveMile	 	Woodlands East	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.03	 	 	 	MC002BCF8 - MC002C0A0	 	MC-FiveMile	 	7049 Williams Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11	 	 	 	MC0028B74	 	MC-FiveMile	 	615 Alpha Drive	 	$82,604	 	$27,535	 	$29,171	 	$3,241	 	$420,000	 	$2,729	 	$0	 	$0	 	$12,500	 	$700,000	 	$0
	12	 	13, 14	 	7NY1D9	 	GSMC	 	DoubleTree Hotel Universal	 	$548,750	 	$68,594	 	$0	 	$0	 	$0	 	$98,485	 	$0	 	$0	 	$0	 	$0	 	$0
	13	 	 	 	MC00266B5	 	MC-FiveMile	 	Regalia Mansfield/Dolce	 	$375,607	 	$46,951	 	$14,195	 	$4,732	 	$0	 	$3,208	 	$115,500	 	$0	 	$0	 	$0	 	$0
	14	 	 	 	 	 	CCRE	 	Lake Fredrica Shopping Center	 	$145,750	 	$13,250	 	$25,513	 	$4,252	 	$0	 	$546	 	$0	 	$0	 	$1,456	 	$0	 	$0
	15	 	 	 	7NYGG4	 	GSMC	 	Westlake Center	 	$0	 	$0	 	$0	 	$0	 	$0	 	$4,326	 	$0	 	$0	 	$14,583	 	$500,000	 	$0
	16	 	 	 	7NUCA9	 	GSMC	 	Church Lane Shopping Center	 	$0	 	$0	 	$0	 	$0	 	$172,335	 	$2,595	 	$0	 	$0	 	$8,333	 	$400,000	 	$0
	17	 	15, 16	 	2	 	SMF I	 	Hyatt Place Texas Portfolio	 	$660,000	 	$65,996	 	$100,670	 	$10,885	 	$0	 	$45,041	 	$0	 	$0	 	$0	 	$0	 	$0
	17.01	 	 	 	2.01	 	SMF I	 	Hyatt Place Austin	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.02	 	 	 	2.02	 	SMF I	 	Hyatt Place San Antonio	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.03	 	 	 	2.03	 	SMF I	 	Hyatt Place Dallas	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18	 	 	 	 	 	CCRE	 	Parkville Commons	 	$713,597	 	$64,872	 	$10,750	 	$2,150	 	$0	 	$1,823	 	$87,500	 	$0	 	$4,102	 	$300,000	 	$0
	19	 	 	 	10638	 	CGMRC	 	Carnegie Park	 	$91,521	 	$22,880	 	$0	 	$0	 	$0	 	$4,268	 	$0	 	$0	 	$0	 	$0	 	$0
	20	 	 	 	7NU3B7	 	GSMC	 	Shoppes at City Centre	 	$137,898	 	$19,700	 	$13,281	 	$6,640	 	$0	 	$1,647	 	$0	 	$0	 	$8,333	 	$200,000	 	$0
	21	 	 	 	 	 	CCRE	 	GSP MHP Portfolio III	 	$90,422	 	$15,070	 	$0	 	$0	 	$0	 	$1,229	 	$0	 	$0	 	$0	 	$0	 	$0
	21.01	 	 	 	 	 	CCRE	 	Mill Creek Estates MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21.02	 	 	 	 	 	CCRE	 	Newberry Farms MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22	 	 	 	 	 	CCRE	 	Deer Run MHP	 	$24,626	 	$8,209	 	$0	 	$0	 	$0	 	$729	 	$0	 	$0	 	$0	 	$0	 	$0
	23	 	17	 	 	 	CCRE	 	LA Fitness Powell	 	$264,201	 	$29,356	 	$4,632	 	$1,544	 	$0	 	$887	 	$0	 	$100,000	 	$0	 	$0	 	$0
	24	 	18	 	8693	 	CGMRC	 	Gratiot Crossing	 	$63,471	 	$15,868	 	$13,770	 	$3,443	 	$0	 	$2,912	 	$100,000	 	$518,292	 	$0	 	$0	 	$0
	25	 	 	 	7NYFZ3	 	GSMC	 	Pfeiffer Woods	 	$0	 	$0	 	$0	 	$0	 	$0	 	$2,431	 	$0	 	$0	 	$11,667	 	$400,000	 	$0
	26	 	19	 	MC0028F88	 	MC-FiveMile	 	Artmore Hotel	 	$0	 	$12,314	 	$8,796	 	$2,932	 	$276,755	 	$15,799	 	$0	 	$0	 	$0	 	$0	 	$0
	27	 	 	 	7NWC15	 	GSMC	 	Villas at Waters Edge	 	$75,004	 	$9,376	 	$22,817	 	$3,065	 	$0	 	$1,917	 	$0	 	$0	 	$0	 	$0	 	$0
	28	 	 	 	7NV9P8	 	GSMC	 	Copper Palms Apartment	 	$6,695	 	$6,695	 	$0	 	$0	 	$0	 	$5,751	 	$0	 	$0	 	$0	 	$0	 	$0
	29	 	 	 	8662	 	CGMRC	 	Park on Clairmont	 	$34,825	 	$8,706	 	$4,437	 	$2,218	 	$0	 	$2,451	 	$0	 	$0	 	$0	 	$0	 	$0
	30	 	 	 	10022	 	CGMRC	 	Station 3 Lofts	 	$15,356	 	$15,356	 	$18,337	 	$2,292	 	$0	 	$958	 	$34,500	 	$0	 	$0	 	$0	 	$0
	31	 	 	 	8634	 	CGMRC	 	222 East 59th Street	 	$229,188	 	$45,838	 	$0	 	$0	 	$0	 	$898	 	$0	 	$0	 	$0	 	$0	 	$0
	32	 	 	 	 	 	CCRE	 	Meadowview MHP	 	$41,605	 	$5,944	 	$0	 	$0	 	$0	 	$405	 	$0	 	$0	 	$0	 	$0	 	$0
	33	 	 	 	3	 	SMF I	 	Coors Central Shopping Center	 	$32,777	 	$5,463	 	$9,851	 	$1,642	 	$0	 	$1,210	 	$0	 	$0	 	$3,024	 	$145,152	 	$0
	34	 	 	 	4	 	SMF I	 	Genesis Plaza	 	$86,916	 	$10,864	 	$3,791	 	$948	 	$0	 	$961	 	$0	 	$150,000	 	$4,807	 	$0	 	$0
	35	 	 	 	7NU384	 	GSMC	 	North Village	 	$123,496	 	$13,722	 	$19,159	 	$3,193	 	$0	 	$2,827	 	$0	 	$0	 	$0	 	$0	 	$0
	36	 	 	 	7NCUR2	 	GSMC	 	Canterbury Apartments	 	$84,433	 	$21,108	 	$0	 	$0	 	$0	 	$4,550	 	$215,000	 	$0	 	$0	 	$0	 	$0
	37	 	 	 	 	 	CCRE	 	Dobson Medical Office	 	$5,750	 	$5,750	 	$1,202	 	$366	 	$0	 	$737	 	$0	 	$0	 	$1,842	 	$0	 	$0
	38	 	 	 	7NFDA1	 	GSMC	 	Surprise Crossing	 	$52,071	 	$8,679	 	$9,513	 	$1,057	 	$0	 	$707	 	$8,480	 	$0	 	$2,500	 	$120,000	 	$0
	39	 	 	 	MC0028E48	 	MC-FiveMile	 	1445 North Loop West	 	$42,416	 	$14,139	 	$78,755	 	$6,563	 	$0	 	$1,993	 	$0	 	$100,000	 	$10,417	 	$350,000	 	$0
	40	 	 	 	MC0028928	 	MC-FiveMile	 	Webster Plaza	 	$76,478	 	$9,560	 	$5,227	 	$1,742	 	$0	 	$397	 	$0	 	$50,000	 	$1,985	 	$170,000	 	$0
	41	 	 	 	 	 	CCRE	 	Tall Tree Apartments	 	$56,167	 	$5,106	 	$34,117	 	$2,892	 	$0	 	$3,700	 	$0	 	$0	 	$0	 	$0	 	$0
	42	 	 	 	5	 	SMF I	 	Oceanside Square	 	$48,935	 	$5,437	 	$7,058	 	$706	 	$0	 	$583	 	$0	 	$50,000	 	$1,458	 	$72,600	 	$0
	43	 	 	 	7NUOZ1	 	GSMC	 	Colonnade of Royal Forest Shopping Center	 	$128,939	 	$12,894	 	$0	 	$0	 	$0	 	$439	 	$0	 	$0	 	$2,924	 	$105,255	 	$0
	44	 	 	 	6	 	SMF I	 	US Storage Center Portfolio	 	$6,826	 	$6,826	 	$12,558	 	$897	 	$0	 	$1,012	 	$0	 	$0	 	$0	 	$0	 	$0
	44.01	 	 	 	6.01	 	SMF I	 	US Storage Center Peoria	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44.02	 	 	 	6.02	 	SMF I	 	US Storage Center Phoenix	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45	 	20	 	7	 	SMF I	 	Drakeshire Apartments	 	$11,348	 	$3,783	 	$31,076	 	$2,825	 	$0	 	$4,550	 	$273,000	 	$0	 	$0	 	$0	 	$0
	46	 	20	 	8	 	SMF I	 	Drakeshire Plaza	 	$3,393	 	$1,131	 	$5,087	 	$462	 	$0	 	$287	 	$17,245	 	$0	 	$719	 	$43,140	 	$0
	47	 	21	 	7NSBG2	 	GSMC	 	Stonecrest Center	 	$0	 	$0	 	$1,519	 	$380	 	$0	 	$1,336	 	$25,000	 	$0	 	$0	 	$0	 	$0
	48	 	 	 	9	 	SMF I	 	Cook Street Office	 	$40,319	 	$5,760	 	$4,610	 	$461	 	$0	 	$718	 	$0	 	$42,000	 	$3,417	 	$126,000	 	$0
	49	 	 	 	8477	 	CGMRC	 	Montgomeryville Self Storage Portfolio	 	$5,289	 	$5,289	 	$1,760	 	$587	 	$0	 	$970	 	$34,920	 	$0	 	$0	 	$0	 	$0
	49.01	 	 	 	8477-1	 	CGMRC	 	Xtra Space Self-Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	49.02	 	 	 	8477-2	 	CGMRC	 	Montgomeryville Mini Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	50	 	 	 	MC0029BC1	 	MC-FiveMile	 	Security Plus Self Storage	 	$17,262	 	$3,452	 	$707	 	$354	 	$0	 	$501	 	$18,019	 	$0	 	$0	 	$0	 	$0
	51	 	 	 	 	 	CCRE	 	Scott & White Healthcare Copperas Cove	 	$62,500	 	$6,250	 	$1,994	 	$997	 	$0	 	$250	 	$0	 	$0	 	$0	 	$0	 	$186,618
	52	 	 	 	 	 	CCRE	 	Planet Fitness Wentzville, MO	 	$31,319	 	$3,132	 	$1,058	 	$529	 	$0	 	$372	 	$0	 	$0	 	$931	 	$0	 	$0
	53	 	 	 	MC0029777	 	MC-FiveMile	 	Midtown Crossing	 	$53,052	 	$7,579	 	$2,584	 	$861	 	$0	 	$247	 	$8,874	 	$0	 	$1,250	 	$60,000	 	$0
	54	 	 	 	8731	 	CGMRC	 	Denney’s Mini Storage	 	$14,810	 	$1,851	 	$1,663	 	$554	 	$0	 	$395	 	$9,470	 	$0	 	$0	 	$0	 	$0
	55	 	22	 	10641	 	CGMRC	 	849 West Armitage Avenue	 	$7,454	 	$1,864	 	$0	 	$0	 	$0	 	$65	 	$0	 	$0	 	$0	 	$0	 	$0
	56	 	 	 	10	 	SMF I	 	Fair Oaks and Levee Place	 	$0	 	$3,132	 	$10,448	 	$1,224	 	$0	 	$767	 	$46,020	 	$0	 	$0	 	$0	 	$0
	56.01	 	 	 	10.02	 	SMF I	 	Levee Place MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56.02	 	 	 	10.01	 	SMF I	 	Fair Oaks MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57	 	 	 	11	 	SMF I	 	Windhorst MHC	 	$0	 	$837	 	$5,414	 	$623	 	$0	 	$346	 	$20,760	 	$0	 	$0	 	$0	 	$0


 





	DS Partial I/O:	 	The monthly debt service shown for Mortgage Loans with a partial interest-only period reflects the amount payable after the expiration of the interest-only period. 
	Admin Fee Rate:	 	The Administrative Fee Rate includes the Servicing Fee Rate, the Operating Advisor Fee Rate, the Trustee/Certificate Administrator Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate applicable to each Mortgage Loan.
	Open Period:	 	The open period is inclusive of the Maturity Date.
	1	 	The Cut-off Date Balance of $100,000,000 represents the note A-2 of a $260,000,000 loan combination evidenced by three pari passu notes. The companion loans, evidenced by note A-1 (controlling interest in the Illinois Center Whole Loan) and note A-3 (non-controlling interest in the Illinois Center Whole Loan), have an aggregate principal balance of $160,000,000 as of the Cut-off Date. The $100,000,000 note A-1 was securitized in the CGCMT 2015-GC33 securitization transaction and the $60,000,000 note A-3 is expected to be contributed to a future securitization. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $260,000,000.
	2	 	On the origination date, the borrowers deposited $12,500,000 into the TI/LC Reserve. The borrowers are not required to make an ongoing TI/LC Reserve payment unless the TI/LC Reserve account falls below a minimum balance (initially, $7,500,000), after which the borrowers must pay the ongoing TI/LC Reserve amount (initially $174,324) until the TI/LC Reserve equals or exceeds the Leasing Reserve cap (initially, $15,000,000).  If the property achieves a debt yield of 10% for two consecutive calendar quarters, the TI/LC Reserve cap will be reduced to $6,000,000 and the minimum balance will be reduced to $2,500,000.  If for two consecutive calendar quarters (i) the property achieves a debt yield of 13% and (ii) the physical occupancy rate for the property equals or exceeds 95%, the TI/LC Reserve cap will be reduced to $2,500,000, the minimum balance will be reduced to $0, and the ongoing TI/LC Reserve amount will be reduced to $87,162.
	3	 	The lockout period will be at least 26 payment dates beginning with and including the first payment date of September 6, 2015. For the purposes of this Free Writing Prospectus, the assumed lockout period of 26 payment dates is based on the expected GSMS 2015-GC34 securitization closing date in October 2015. The actual lockout period may be longer.
	4	 	The Cut-off Date Balance of $84,500,000 represents the note A-1 of a $130,000,000 whole loan evidenced by two pari passu notes. The companion loan has a principal balance of $45,500,000 as of the Cut-off Date and will be contributed in a future securitization transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $130,000,000.
	5	 	The lockout period will be at least 24 payment dates beginning with and including the first payment date of November 6, 2015. For the purposes of this Free Writing Prospectus, the assumed lockout period of 24 payment dates is based on the expected GSMS 2015-GC34 securitization closing date in October 2015. The actual lockout period may be longer.
	6	 	The Cut-off Date Balance of $72,412,136 represents the non-controlling A-2 note of a $250,800,000 loan combination evidenced by multiple pari passu notes.  Note A-1, with a Cut-off Date Balance of $99,878,808, was contributed to CGCMT 2015-GC33. The remaining related companion loans, with an aggregate outstanding principal balance of $78,205,107, are expected to be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $250,496,051.
	7	 	The lockout period will be at least 25 payment dates beginning with and including the first payment date of October 6, 2015. For the purposes of this Free Writing Prospectus, the assumed lockout period of 25 payment dates is based on the expected GSMS 2015-GC34 securitization closing date in October 2015. The actual lockout period may be longer.
	8	 	Monthly FF&E reserve is equal to: (a) on each due date from October 2015 through and including September 2016, $360,433, (b) beginning on the due date in October 2016, the greater of (1) the monthly amount required to be reserved for each Hammons Hotel Portfolio Mortgaged Property pursuant to the applicable franchise agreement for the replacement of furniture, fixtures and equipment and (2) one-twelfth of 4% of the operating income for each Hammons Hotel Portfolio Mortgaged Property (or, in the case of the Renaissance by Marriott Phoenix/Glendale, AZ Mortgaged Property beginning on the due date in October 2017, one-twelfth of 5% of the operating income) for the previous 12-month period (as determined on August 31 of each year).
	9	 	The Parkside at So7 Mortgaged Property is comprised of 300 multifamily units and 65,411 SF of commercial space. As of September 14, 2015, the multifamily units were 94.3% occupied and the commercial space was 75.1% leased.
	10	 	Ongoing TI/LC and Replacement Reserves are capped at an aggregate $400,000.
	11	 	The TI/LC Cap does not apply during a Trigger Period.
	12	 	The Replacement Reserves Cap does not apply during a Trigger Period.
	13	 	The Cut-off Date Balance of $18,500,000 represents the controlling A-1 note of a $51,000,000 loan combination evidenced by multiple pari passu notes.  The related companion loan, evidenced by the non-controlling note A-2 with an outstanding principal balance of $32,500,000, is expected to be contributed to a future securitization transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $51,000,000.
	14	 	The borrower is required to fund the FF&E reserve (i) for the Due Dates occurring in November 2015 through October 2016, the amount of $98,485.33; (ii) for the Due Dates occurring in November 2016 through October 2018, the greater of (a) the monthly amount required to be reserved pursuant to the Franchise Agreement for the replacement of FF&E and (b) $0; (iii) for the Due Dates occurring in November 2018 through October 2019, the greater of (a) the monthly amount required to be reserved pursuant to the Franchise Agreement for the replacement of FF&E and (b) one-twelfth of 4% of the operating income of the Mortgaged Property for the previous twelve-month period as determined on the anniversary of the last day  of September;  (iv) for the Due Dates occurring in November 2019 through October 2022, the greater of (a) the monthly amount required to be reserved pursuant to the Franchise Agreement for the replacement of FF&E and (b) one-twelfth of 5% of the operating income of the Mortgaged Property for the previous twelve-month period as determined on the anniversary of the last day of September; and (v) for the Due Dates occurring in November 2022 through the payment in full of the indebtedness, the greater of (a) the monthly amount required to be reserved pursuant to the Franchise Agreement for the replacement of FF&E and (b) one-twelfth of 6% of the operating income of the Mortgaged Property for the previous twelve-month period as determined on the anniversary of the last day of September.  
	15	 	The Cut-off Date Balance of $13,500,000 represents the note A-2 of a $38,500,000 whole loan evidenced by two pari passu notes. The companion loan, note A-1, has a principal balance of $25,000,000 as of the Cut-off Date and is expected to be contributed to the JPMBB 2015-C32 securitization. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the whole loan Cut-off Date Balance of $38,500,000.
	16	 	The lockout period will be at least 24 payment dates beginning with and including the first Due Date of November 6, 2015. For the purposes of this free writing prospectus, the assumed lockout period of 24 payment dates is based on the expected GSMS 2015-GC34 securitization closing date in October 2015. The actual lockout period may be longer.
	17	 	Commencing on the Anticipated Repayment Date, the interest rate increases to the greater of 3.0000% per annum plus the greater of (i) the initial interest rate or (ii) the ten-year swap yield as of the first business day after the Anticipated Repayment Date, subject to a cap of 5.0000%.
	18	 	Ongoing TI/LC Reserve payments are waived during the first two years of the loan term. Beginning in September 2017, the TI/LC reserve will be funded monthly during the loan term. Ongoing TI/LC Reserve payments will be made by the borrower in accordance with the below schedule: (i) Years 3-5: $2,500 per month subject to a cap of $30,000, (ii) Year 6: $4,167 per month subject to a Cap of $50,000, (iii) Year 7: $6,250 per month subject to a cap of $75,000, (iv) Year 8: $8,333 per month subject to a cap of $100,000 and (v) Years 9-10: $12,500 per month subject to a cap of $150,000.
	19	 	Ownership plans to reconfigure two of the six two-bedroom suites into four, one-bedroom suites, increasing the total room count by two units as of January 1, 2016.
	20	 	With respect to the Drakeshire Apartments and Drakeshire Plaza Mortgage Loans, which are cross-collateralized and cross-defaulted with each other, the Cut-off Date LTV Ratio, the LTV Ratio at Maturity, the Underwritten NCF DSCR, the Debt Yield on Underwritten Net Operating Income and the Debt Yield on Underwritten Net Cash Flow of the Mortgage Loans are presented in the aggregate.
	21	 	The Ongoing Replacement Reserve amount means $1,336, provided, at such time that Borrower provides evidence reasonably satisfactory to Lender of the completion of the roof replacement, the Ongoing Replacement Reserve amount shall be equal to $743. 
	22	 	3,007 SF of space is related to residential tenants. 


 






    	 



    	 



    

 


GC34 Schedule P


 


	Control Number	 	Footnotes	 	Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Ongoing Debt Service Reserve ($)	 	Upfront Deferred Maintenance Reserve ($)	 	Ongoing Deferred Maintenance Reserve ($)	 	Upfront Environmental Reserve ($)	 	Ongoing Environmental Reserve ($)	 	Upfront Other Reserve ($)	 	Ongoing Other Reserve ($)	 	Other Reserve Description	 	Grace Period- Default	 	Grace Period- Late Fee
	1	 	1, 2, 3	 	8788	 	CGMRC	 	Illinois Center	 	$0	 	$819,250	 	$0	 	$0	 	$0	 	$17,363,373	 	$0	 	Rent Concessions Reserve ($9,522,057.69); Unfunded Obligations ($7,841,314.87)	 	0	 	0
	1.01	 	 	 	10576	 	CGMRC	 	111 East Wacker	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.02	 	 	 	10631	 	CGMRC	 	233 North Michigan Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	4, 5	 	8633	 	CGMRC	 	750 Lexington Avenue	 	$0	 	$0	 	$0	 	$0	 	$0	 	$8,446,960	 	$348,480	 	Locke Lorde Reserve ($7,750,000); Upfront Ground Rent Reserve ($696,960) and Monthly Ground Rent Reserve ($348,480)	 	0	 	0
	3	 	6, 7, 8	 	7NN2T5	 	GSMC	 	Hammons Hotel Portfolio	 	$0	 	$0	 	$0	 	$0	 	$0	 	$8,562,974	 	$98,159	 	PIP Reserve ($5,000,000 Renaissance Glendale, AZ, $1,940,000 Courtyard Allen, TX, $950,000 Residence Inn Kansas City, MO); Upfront Ground Rent Reserve ($672,974) and Monthly Ground Rent Reserve ($98,159)	 	0	 	0
	3.01	 	 	 	7NN2T5-1	 	GSMC	 	Embassy Suites Concord, NC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	 	 	 	7NN2T5-2	 	GSMC	 	Embassy Suites Murfreesboro, TN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.03	 	 	 	7NN2T5-3	 	GSMC	 	Embassy Suites Norman, OK	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.04	 	 	 	7NN2T5-4	 	GSMC	 	Courtyard by Marriott Dallas/Allen, TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.05	 	 	 	7NN2T5-7	 	GSMC	 	Renaissance by Marriott Phoenix/Glendale, AZ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.06	 	 	 	7NN2T5-6	 	GSMC	 	Embassy Suites Huntsville, AL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.07	 	 	 	7NN2T5-5	 	GSMC	 	Residence Inn by Marriott Kansas City, MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4	 	9	 	1	 	SMF I	 	Parkside at So7	 	$0	 	$0	 	$0	 	$0	 	$0	 	$106,565	 	$0	 	Unpaid Barre Code TI/LC Reserve ($54,575); Unpaid Sundt TI/LC Reserve ($42,990); Unpaid Mudsmith Coffee TI/LC Reserve ($9,000)	 	0	 	0
	5	 	 	 	10078	 	CGMRC	 	444-450 West 56th Street	 	$0	 	$93,035	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	6	 	10	 	7NWC72	 	GSMC	 	Denton Center	 	$0	 	$152,350	 	$0	 	$0	 	$0	 	$7,550,000	 	$0	 	Movie Tavern Expansion Obligations Reserve	 	0	 	0
	7	 	 	 	8760	 	CGMRC	 	Bluejay Grocery Portfolio	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	7.01	 	 	 	8760-1	 	CGMRC	 	Pick N Save	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	 	 	 	8760-2	 	CGMRC	 	Marsh Kokomo	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.03	 	 	 	8760-3	 	CGMRC	 	Copps Madison	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.04	 	 	 	8760-4	 	CGMRC	 	Tops Lockport	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8	 	 	 	MC002AB61	 	MC-FiveMile	 	The Heights at State College Phase III 	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	9	 	 	 	7N1259	 	GSMC	 	Festival at Sawmill Centre	 	$0	 	$58,487	 	$0	 	$0	 	$0	 	$322,009	 	$0	 	Unfunded Obligations Reserve	 	0	 	0
	10	 	11, 12	 	MC002BCF8	 	MC-FiveMile	 	Woodlands Corporate Center and 7049 Williams Road Portfolio	 	$0	 	$34,750	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	10.01	 	 	 	MC002BCF8 - MC002C085	 	MC-FiveMile	 	Woodlands West	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.02	 	 	 	MC002BCF8 - MC002C093	 	MC-FiveMile	 	Woodlands East	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.03	 	 	 	MC002BCF8 - MC002C0A0	 	MC-FiveMile	 	7049 Williams Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11	 	 	 	MC0028B74	 	MC-FiveMile	 	615 Alpha Drive	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	12	 	13, 14	 	7NY1D9	 	GSMC	 	DoubleTree Hotel Universal	 	$0	 	$77,550	 	$0	 	$0	 	$0	 	$13,457,731	 	$0	 	PIP Reserve	 	0	 	0
	13	 	 	 	MC00266B5	 	MC-FiveMile	 	Regalia Mansfield/Dolce	 	$0	 	$0	 	$0	 	$0	 	$0	 	$500,000	 	$0	 	Debt Yield Holdback Reserve	 	0	 	0
	14	 	 	 	 	 	CCRE	 	Lake Fredrica Shopping Center	 	$0	 	$0	 	$0	 	$0	 	$0	 	$6,316,490	 	$0	 	Publix Reserve	 	0	 	0
	15	 	 	 	7NYGG4	 	GSMC	 	Westlake Center	 	$0	 	$2,667,000	 	$0	 	$0	 	$0	 	$104,513	 	$0	 	Unfunded Obligations Reserve	 	0	 	0
	16	 	 	 	7NUCA9	 	GSMC	 	Church Lane Shopping Center	 	$0	 	$31,350	 	$0	 	$150,000	 	$0	 	$93,113	 	$0	 	Unfunded Obligations Reserve	 	0	 	0
	17	 	15, 16	 	2	 	SMF I	 	Hyatt Place Texas Portfolio	 	$0	 	$0	 	$0	 	$0	 	$0	 	$6,461,588	 	$0	 	PIP Reserve	 	0	 	0
	17.01	 	 	 	2.01	 	SMF I	 	Hyatt Place Austin	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.02	 	 	 	2.02	 	SMF I	 	Hyatt Place San Antonio	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.03	 	 	 	2.03	 	SMF I	 	Hyatt Place Dallas	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18	 	 	 	 	 	CCRE	 	Parkville Commons	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	19	 	 	 	10638	 	CGMRC	 	Carnegie Park	 	$0	 	$4,625	 	$0	 	$0	 	$0	 	$450,000	 	$0	 	Designated Replacement Reserve	 	0	 	0
	20	 	 	 	7NU3B7	 	GSMC	 	Shoppes at City Centre	 	$0	 	$28,492	 	$0	 	$0	 	$0	 	$847,035	 	$0	 	Unfunded Obligations Reserve	 	0	 	0
	21	 	 	 	 	 	CCRE	 	GSP MHP Portfolio III	 	$0	 	$47,612	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	21.01	 	 	 	 	 	CCRE	 	Mill Creek Estates MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21.02	 	 	 	 	 	CCRE	 	Newberry Farms MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22	 	 	 	 	 	CCRE	 	Deer Run MHP	 	$0	 	$26,313	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	23	 	17	 	 	 	CCRE	 	LA Fitness Powell	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	24	 	18	 	8693	 	CGMRC	 	Gratiot Crossing	 	$0	 	$0	 	$0	 	$0	 	$0	 	$301,491	 	$0	 	New Tenant Reserve (220,116); Free Rent - Planet Fitness (81,375)	 	0	 	0
	25	 	 	 	7NYFZ3	 	GSMC	 	Pfeiffer Woods	 	$0	 	$110,000	 	$0	 	$0	 	$0	 	$1,571,396	 	$0	 	United Healthcare Holdback ($1,500,000); Unfunded Obligations Reserve ($71,396)	 	0	 	0
	26	 	19	 	MC0028F88	 	MC-FiveMile	 	Artmore Hotel	 	$0	 	$127,625	 	$0	 	$0	 	$0	 	$283,245	 	$0	 	Renovation Reserve ($223,245); Seasonality Reserve Fund($60,000)	 	0	 	0
	27	 	 	 	7NWC15	 	GSMC	 	Villas at Waters Edge	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	28	 	 	 	7NV9P8	 	GSMC	 	Copper Palms Apartment	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	29	 	 	 	8662	 	CGMRC	 	Park on Clairmont	 	$0	 	$52,600	 	$0	 	$0	 	$0	 	$1,000,000	 	$0	 	Holdback Reserve	 	0	 	0
	30	 	 	 	10022	 	CGMRC	 	Station 3 Lofts	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	31	 	 	 	8634	 	CGMRC	 	222 East 59th Street	 	$0	 	$0	 	$0	 	$0	 	$0	 	$89,104	 	$44,552	 	Ground Rent Reserve	 	0	 	0
	32	 	 	 	 	 	CCRE	 	Meadowview MHP	 	$0	 	$9,229	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	33	 	 	 	3	 	SMF I	 	Coors Central Shopping Center	 	$0	 	$35,625	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	34	 	 	 	4	 	SMF I	 	Genesis Plaza	 	$0	 	$85,500	 	$0	 	$0	 	$0	 	$600,000	 	$0	 	State of California Reserve	 	0	 	0
	35	 	 	 	7NU384	 	GSMC	 	North Village	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	36	 	 	 	7NCUR2	 	GSMC	 	Canterbury Apartments	 	$0	 	$837,895	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	37	 	 	 	 	 	CCRE	 	Dobson Medical Office	 	$0	 	$2,844	 	$0	 	$0	 	$0	 	$350,000	 	$0	 	Major Tenant Reserve	 	0	 	0
	38	 	 	 	7NFDA1	 	GSMC	 	Surprise Crossing	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	39	 	 	 	MC0028E48	 	MC-FiveMile	 	1445 North Loop West	 	$0	 	$8,125	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	40	 	 	 	MC0028928	 	MC-FiveMile	 	Webster Plaza	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	41	 	 	 	 	 	CCRE	 	Tall Tree Apartments	 	$0	 	$52,560	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	42	 	 	 	5	 	SMF I	 	Oceanside Square	 	$0	 	$3,750	 	$0	 	$0	 	$0	 	$45,830	 	$0	 	Sushi 4 Reel Reserve ($42,905); Circle of Friends Reserve ($2,925)	 	0	 	0
	43	 	 	 	7NUOZ1	 	GSMC	 	Colonnade of Royal Forest Shopping Center	 	$0	 	$0	 	$0	 	$0	 	$0	 	$76,535	 	$0	 	Unfunded Obligations Reserve	 	0	 	0
	44	 	 	 	6	 	SMF I	 	US Storage Center Portfolio	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	44.01	 	 	 	6.01	 	SMF I	 	US Storage Center Peoria	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44.02	 	 	 	6.02	 	SMF I	 	US Storage Center Phoenix	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45	 	20	 	7	 	SMF I	 	Drakeshire Apartments	 	$0	 	$124,460	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	46	 	20	 	8	 	SMF I	 	Drakeshire Plaza	 	$0	 	$18,715	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	47	 	21	 	7NSBG2	 	GSMC	 	Stonecrest Center	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	48	 	 	 	9	 	SMF I	 	Cook Street Office	 	$0	 	$74,500	 	$0	 	$0	 	$0	 	$40,500	 	$0	 	Tenant Reserve	 	0	 	0
	49	 	 	 	8477	 	CGMRC	 	Montgomeryville Self Storage Portfolio	 	$0	 	$12,500	 	$0	 	$9,000	 	$0	 	$225,000	 	$0	 	Holdback Reserve	 	0	 	0
	49.01	 	 	 	8477-1	 	CGMRC	 	Xtra Space Self-Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	49.02	 	 	 	8477-2	 	CGMRC	 	Montgomeryville Mini Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	50	 	 	 	MC0029BC1	 	MC-FiveMile	 	Security Plus Self Storage	 	$0	 	$3,858	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	51	 	 	 	 	 	CCRE	 	Scott & White Healthcare Copperas Cove	 	$0	 	$625	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	52	 	 	 	 	 	CCRE	 	Planet Fitness Wentzville, MO	 	$0	 	$0	 	$0	 	$0	 	$0	 	$195,431	 	$0	 	Rent Concession Reserve	 	0	 	0
	53	 	 	 	MC0029777	 	MC-FiveMile	 	Midtown Crossing	 	$0	 	$1,250	 	$0	 	$0	 	$0	 	$43,750	 	$0	 	Ground Lease Reserve	 	0	 	0
	54	 	 	 	8731	 	CGMRC	 	Denney’s Mini Storage	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	55	 	22	 	10641	 	CGMRC	 	849 West Armitage Avenue	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0
	56	 	 	 	10	 	SMF I	 	Fair Oaks and Levee Place	 	$0	 	$41,656	 	$0	 	$0	 	$0	 	$300,000	 	$0	 	Water Utility Reserve	 	0	 	0
	56.01	 	 	 	10.02	 	SMF I	 	Levee Place MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56.02	 	 	 	10.01	 	SMF I	 	Fair Oaks MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57	 	 	 	11	 	SMF I	 	Windhorst MHC	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0


 





	DS Partial I/O:	 	The monthly debt service shown for Mortgage Loans with a partial interest-only period reflects the amount payable after the expiration of the interest-only period. 
	Admin Fee Rate:	 	The Administrative Fee Rate includes the Servicing Fee Rate, the Operating Advisor Fee Rate, the Trustee/Certificate Administrator Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate applicable to each Mortgage Loan.
	Open Period:	 	The open period is inclusive of the Maturity Date.
	1	 	The Cut-off Date Balance of $100,000,000 represents the note A-2 of a $260,000,000 loan combination evidenced by three pari passu notes. The companion loans, evidenced by note A-1 (controlling interest in the Illinois Center Whole Loan) and note A-3 (non-controlling interest in the Illinois Center Whole Loan), have an aggregate principal balance of $160,000,000 as of the Cut-off Date. The $100,000,000 note A-1 was securitized in the CGCMT 2015-GC33 securitization transaction and the $60,000,000 note A-3 is expected to be contributed to a future securitization. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $260,000,000.
	2	 	On the origination date, the borrowers deposited $12,500,000 into the TI/LC Reserve. The borrowers are not required to make an ongoing TI/LC Reserve payment unless the TI/LC Reserve account falls below a minimum balance (initially, $7,500,000), after which the borrowers must pay the ongoing TI/LC Reserve amount (initially $174,324) until the TI/LC Reserve equals or exceeds the Leasing Reserve cap (initially, $15,000,000).  If the property achieves a debt yield of 10% for two consecutive calendar quarters, the TI/LC Reserve cap will be reduced to $6,000,000 and the minimum balance will be reduced to $2,500,000.  If for two consecutive calendar quarters (i) the property achieves a debt yield of 13% and (ii) the physical occupancy rate for the property equals or exceeds 95%, the TI/LC Reserve cap will be reduced to $2,500,000, the minimum balance will be reduced to $0, and the ongoing TI/LC Reserve amount will be reduced to $87,162.
	3	 	The lockout period will be at least 26 payment dates beginning with and including the first payment date of September 6, 2015. For the purposes of this Free Writing Prospectus, the assumed lockout period of 26 payment dates is based on the expected GSMS 2015-GC34 securitization closing date in October 2015. The actual lockout period may be longer.
	4	 	The Cut-off Date Balance of $84,500,000 represents the note A-1 of a $130,000,000 whole loan evidenced by two pari passu notes. The companion loan has a principal balance of $45,500,000 as of the Cut-off Date and will be contributed in a future securitization transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $130,000,000.
	5	 	The lockout period will be at least 24 payment dates beginning with and including the first payment date of November 6, 2015. For the purposes of this Free Writing Prospectus, the assumed lockout period of 24 payment dates is based on the expected GSMS 2015-GC34 securitization closing date in October 2015. The actual lockout period may be longer.
	6	 	The Cut-off Date Balance of $72,412,136 represents the non-controlling A-2 note of a $250,800,000 loan combination evidenced by multiple pari passu notes.  Note A-1, with a Cut-off Date Balance of $99,878,808, was contributed to CGCMT 2015-GC33. The remaining related companion loans, with an aggregate outstanding principal balance of $78,205,107, are expected to be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $250,496,051.
	7	 	The lockout period will be at least 25 payment dates beginning with and including the first payment date of October 6, 2015. For the purposes of this Free Writing Prospectus, the assumed lockout period of 25 payment dates is based on the expected GSMS 2015-GC34 securitization closing date in October 2015. The actual lockout period may be longer.
	8	 	Monthly FF&E reserve is equal to: (a) on each due date from October 2015 through and including September 2016, $360,433, (b) beginning on the due date in October 2016, the greater of (1) the monthly amount required to be reserved for each Hammons Hotel Portfolio Mortgaged Property pursuant to the applicable franchise agreement for the replacement of furniture, fixtures and equipment and (2) one-twelfth of 4% of the operating income for each Hammons Hotel Portfolio Mortgaged Property (or, in the case of the Renaissance by Marriott Phoenix/Glendale, AZ Mortgaged Property beginning on the due date in October 2017, one-twelfth of 5% of the operating income) for the previous 12-month period (as determined on August 31 of each year).
	9	 	The Parkside at So7 Mortgaged Property is comprised of 300 multifamily units and 65,411 SF of commercial space. As of September 14, 2015, the multifamily units were 94.3% occupied and the commercial space was 75.1% leased.
	10	 	Ongoing TI/LC and Replacement Reserves are capped at an aggregate $400,000.
	11	 	The TI/LC Cap does not apply during a Trigger Period.
	12	 	The Replacement Reserves Cap does not apply during a Trigger Period.
	13	 	The Cut-off Date Balance of $18,500,000 represents the controlling A-1 note of a $51,000,000 loan combination evidenced by multiple pari passu notes.  The related companion loan, evidenced by the non-controlling note A-2 with an outstanding principal balance of $32,500,000, is expected to be contributed to a future securitization transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $51,000,000.
	14	 	The borrower is required to fund the FF&E reserve (i) for the Due Dates occurring in November 2015 through October 2016, the amount of $98,485.33; (ii) for the Due Dates occurring in November 2016 through October 2018, the greater of (a) the monthly amount required to be reserved pursuant to the Franchise Agreement for the replacement of FF&E and (b) $0; (iii) for the Due Dates occurring in November 2018 through October 2019, the greater of (a) the monthly amount required to be reserved pursuant to the Franchise Agreement for the replacement of FF&E and (b) one-twelfth of 4% of the operating income of the Mortgaged Property for the previous twelve-month period as determined on the anniversary of the last day  of September;  (iv) for the Due Dates occurring in November 2019 through October 2022, the greater of (a) the monthly amount required to be reserved pursuant to the Franchise Agreement for the replacement of FF&E and (b) one-twelfth of 5% of the operating income of the Mortgaged Property for the previous twelve-month period as determined on the anniversary of the last day of September; and (v) for the Due Dates occurring in November 2022 through the payment in full of the indebtedness, the greater of (a) the monthly amount required to be reserved pursuant to the Franchise Agreement for the replacement of FF&E and (b) one-twelfth of 6% of the operating income of the Mortgaged Property for the previous twelve-month period as determined on the anniversary of the last day of September.  
	15	 	The Cut-off Date Balance of $13,500,000 represents the note A-2 of a $38,500,000 whole loan evidenced by two pari passu notes. The companion loan, note A-1, has a principal balance of $25,000,000 as of the Cut-off Date and is expected to be contributed to the JPMBB 2015-C32 securitization. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the whole loan Cut-off Date Balance of $38,500,000.
	16	 	The lockout period will be at least 24 payment dates beginning with and including the first Due Date of November 6, 2015. For the purposes of this free writing prospectus, the assumed lockout period of 24 payment dates is based on the expected GSMS 2015-GC34 securitization closing date in October 2015. The actual lockout period may be longer.
	17	 	Commencing on the Anticipated Repayment Date, the interest rate increases to the greater of 3.0000% per annum plus the greater of (i) the initial interest rate or (ii) the ten-year swap yield as of the first business day after the Anticipated Repayment Date, subject to a cap of 5.0000%.
	18	 	Ongoing TI/LC Reserve payments are waived during the first two years of the loan term. Beginning in September 2017, the TI/LC reserve will be funded monthly during the loan term. Ongoing TI/LC Reserve payments will be made by the borrower in accordance with the below schedule: (i) Years 3-5: $2,500 per month subject to a cap of $30,000, (ii) Year 6: $4,167 per month subject to a Cap of $50,000, (iii) Year 7: $6,250 per month subject to a cap of $75,000, (iv) Year 8: $8,333 per month subject to a cap of $100,000 and (v) Years 9-10: $12,500 per month subject to a cap of $150,000.
	19	 	Ownership plans to reconfigure two of the six two-bedroom suites into four, one-bedroom suites, increasing the total room count by two units as of January 1, 2016.
	20	 	With respect to the Drakeshire Apartments and Drakeshire Plaza Mortgage Loans, which are cross-collateralized and cross-defaulted with each other, the Cut-off Date LTV Ratio, the LTV Ratio at Maturity, the Underwritten NCF DSCR, the Debt Yield on Underwritten Net Operating Income and the Debt Yield on Underwritten Net Cash Flow of the Mortgage Loans are presented in the aggregate.
	21	 	The Ongoing Replacement Reserve amount means $1,336, provided, at such time that Borrower provides evidence reasonably satisfactory to Lender of the completion of the roof replacement, the Ongoing Replacement Reserve amount shall be equal to $743. 
	22	 	3,007 SF of space is related to residential tenants. 


 






    	 



    	 



    

 


GC34 Schedule P


 


	Control Number	 	Footnotes	 	Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Residual Value Insurance 	 	Lease Enhancement Insurance 	 	Environmental Insurance 	 	O&M Required 	 	Cash Management	 	Lockbox	 	 Units, Pads, Rooms, Sq Ft, Beds 	 	Unit Description	 	Monthly Debt Service ($) (1)	 	Interest Accrual Method	 	Administrative Fee Rate (%) (2)	 	Ground Lease Y/N	 	Overlapping Fee Interest?	 	Prepayment Provision (3)	 	Companion Loan Flag 	 	Companion Loan Monthly Debt Service ($)	 	Companion Loan Interest Accrual Method
	1	 	1, 2, 3	 	8788	 	CGMRC	 	Illinois Center	 	No	 	No	 	No	 	ACM	 	Springing	 	Hard	 	         2,091,889 	 	SF	 	$506,388	 	Actual/360	 	0.01090%	 	 	 	 	 	Lockout/26_Defeasance/89_0%/5	 	Yes	 	$810,221.23	 	Actual/360
	1.01	 	 	 	10576	 	CGMRC	 	111 East Wacker	 	No	 	No	 	No	 	Various	 	 	 	 	 	         1,018,462 	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.02	 	 	 	10631	 	CGMRC	 	233 North Michigan Avenue	 	No	 	No	 	No	 	ACM	 	 	 	 	 	         1,073,427 	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	2	 	4, 5	 	8633	 	CGMRC	 	750 Lexington Avenue	 	No	 	No	 	No	 	NAP	 	Springing	 	Hard	 	            382,256 	 	SF	 	$430,663	 	Actual/360	 	0.01090%	 	Yes	 	No	 	Lockout/24_Defeasance/92_0%/4	 	Yes	 	$231,895.54	 	Actual/360
	3	 	6, 7, 8	 	7NN2T5	 	GSMC	 	Hammons Hotel Portfolio	 	No	 	No	 	No	 	NAP	 	Springing	 	Hard	 	                1,869 	 	Rooms	 	$387,138	 	Actual/360	 	0.01090%	 	 	 	 	 	Lockout/25_Defeasance/91_0%/4	 	Yes	 	$952,092.30	 	Actual/360
	3.01	 	 	 	7NN2T5-1	 	GSMC	 	Embassy Suites Concord, NC	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                  308 	 	Rooms	 	 	 	 	 	 	 	Yes	 	No	 	 	 	 	 	 	 	 
	3.02	 	 	 	7NN2T5-2	 	GSMC	 	Embassy Suites Murfreesboro, TN	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                  283 	 	Rooms	 	 	 	 	 	 	 	No	 	Yes	 	 	 	 	 	 	 	 
	3.03	 	 	 	7NN2T5-3	 	GSMC	 	Embassy Suites Norman, OK	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                  283 	 	Rooms	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	3.04	 	 	 	7NN2T5-4	 	GSMC	 	Courtyard by Marriott Dallas/Allen, TX	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                  228 	 	Rooms	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	3.05	 	 	 	7NN2T5-7	 	GSMC	 	Renaissance by Marriott Phoenix/Glendale, AZ	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                  320 	 	Rooms	 	 	 	 	 	 	 	Yes	 	No	 	 	 	 	 	 	 	 
	3.06	 	 	 	7NN2T5-6	 	GSMC	 	Embassy Suites Huntsville, AL	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                  295 	 	Rooms	 	 	 	 	 	 	 	Yes	 	No	 	 	 	 	 	 	 	 
	3.07	 	 	 	7NN2T5-5	 	GSMC	 	Residence Inn by Marriott Kansas City, MO	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                  152 	 	Rooms	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	4	 	9	 	1	 	SMF I	 	Parkside at So7	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	                  300 	 	Units	 	$282,016	 	Actual/360	 	0.01090%	 	No	 	No	 	Lockout/24_Defeasance or >YM or 1%/91_0%/5	 	 	 	 	 	 
	5	 	 	 	10078	 	CGMRC	 	444-450 West 56th Street	 	No	 	No	 	No	 	ACM	 	Springing	 	Hard	 	            284,500 	 	SF	 	$108,993	 	Actual/360	 	0.01090%	 	No	 	No	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	6	 	10	 	7NWC72	 	GSMC	 	Denton Center	 	No	 	No	 	No	 	ACM	 	Springing	 	Springing	 	            335,102 	 	SF	 	$113,112	 	Actual/360	 	0.04840%	 	No	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	7	 	 	 	8760	 	CGMRC	 	Bluejay Grocery Portfolio	 	No	 	No	 	No	 	NAP	 	Springing	 	Hard	 	            239,393 	 	SF	 	$139,079	 	Actual/360	 	0.01090%	 	 	 	 	 	Lockout/26_Defeasance/91_0%/3	 	 	 	 	 	 
	7.01	 	 	 	8760-1	 	CGMRC	 	Pick N Save	 	No	 	No	 	No	 	NAP	 	 	 	 	 	              61,910 	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	7.02	 	 	 	8760-2	 	CGMRC	 	Marsh Kokomo	 	No	 	No	 	No	 	NAP	 	 	 	 	 	              55,264 	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	7.03	 	 	 	8760-3	 	CGMRC	 	Copps Madison	 	No	 	No	 	No	 	NAP	 	 	 	 	 	              66,704 	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	7.04	 	 	 	8760-4	 	CGMRC	 	Tops Lockport	 	No	 	No	 	No	 	NAP	 	 	 	 	 	              55,515 	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	8	 	 	 	MC002AB61	 	MC-FiveMile	 	The Heights at State College Phase III 	 	No	 	No	 	No	 	No	 	Springing	 	Springing	 	                  340 	 	Beds	 	$122,319	 	Actual/360	 	0.01090%	 	No	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	9	 	 	 	7N1259	 	GSMC	 	Festival at Sawmill Centre	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	            199,887 	 	SF	 	$121,929	 	Actual/360	 	0.04090%	 	No	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	10	 	11, 12	 	MC002BCF8	 	MC-FiveMile	 	Woodlands Corporate Center and 7049 Williams Road Portfolio	 	No	 	No	 	No	 	No	 	Springing	 	Soft Springing	 	            212,032 	 	SF	 	$123,235	 	Actual/360	 	0.01090%	 	 	 	 	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	10.01	 	 	 	MC002BCF8 - MC002C085	 	MC-FiveMile	 	Woodlands West	 	No	 	No	 	No	 	No	 	 	 	 	 	            104,060 	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	10.02	 	 	 	MC002BCF8 - MC002C093	 	MC-FiveMile	 	Woodlands East	 	No	 	No	 	No	 	No	 	 	 	 	 	              72,626 	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	10.03	 	 	 	MC002BCF8 - MC002C0A0	 	MC-FiveMile	 	7049 Williams Road	 	No	 	No	 	No	 	No	 	 	 	 	 	              35,346 	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	11	 	 	 	MC0028B74	 	MC-FiveMile	 	615 Alpha Drive	 	No	 	No	 	No	 	ACM	 	Springing	 	Springing	 	            327,496 	 	SF	 	$99,837	 	Actual/360	 	0.01090%	 	No	 	No	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	12	 	13, 14	 	7NY1D9	 	GSMC	 	DoubleTree Hotel Universal	 	No	 	No	 	No	 	ACM	 	Springing	 	Hard	 	                  742 	 	Rooms	 	$98,184	 	Actual/360	 	0.01090%	 	No	 	No	 	Lockout/24_Defeasance/92_0%/4	 	Yes	 	$172,486.19	 	Actual/360
	13	 	 	 	MC00266B5	 	MC-FiveMile	 	Regalia Mansfield/Dolce	 	No	 	No	 	No	 	No	 	Springing	 	Soft	 	                  154 	 	Units	 	$88,325	 	Actual/360	 	0.01090%	 	No	 	No	 	Lockout/26_>YM or 1%/87_0%/7	 	 	 	 	 	 
	14	 	 	 	 	 	CCRE	 	Lake Fredrica Shopping Center	 	No	 	No	 	No	 	ACM	 	Springing	 	Soft Springing	 	              89,285 	 	SF	 	$85,931	 	Actual/360	 	0.03090%	 	No	 	No	 	Lockout/25_Defeasance/92_0%/3	 	 	 	 	 	 
	15	 	 	 	7NYGG4	 	GSMC	 	Westlake Center	 	No	 	No	 	Yes	 	NAP	 	Springing	 	Hard	 	            180,578 	 	SF	 	$75,690	 	Actual/360	 	0.01090%	 	Yes	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	16	 	 	 	7NUCA9	 	GSMC	 	Church Lane Shopping Center	 	No	 	No	 	Yes	 	NAP	 	Springing	 	Springing	 	              95,742 	 	SF	 	$74,974	 	Actual/360	 	0.01090%	 	No	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	17	 	15, 16	 	2	 	SMF I	 	Hyatt Place Texas Portfolio	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	                  387 	 	Rooms	 	$70,993	 	Actual/360	 	0.04090%	 	 	 	 	 	Lockout/24_Defeasance/30_0%/6	 	Yes	 	$131,468.73	 	Actual/360
	17.01	 	 	 	2.01	 	SMF I	 	Hyatt Place Austin	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                  127 	 	Rooms	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	17.02	 	 	 	2.02	 	SMF I	 	Hyatt Place San Antonio	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                  126 	 	Rooms	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	17.03	 	 	 	2.03	 	SMF I	 	Hyatt Place Dallas	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                  134 	 	Rooms	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	18	 	 	 	 	 	CCRE	 	Parkville Commons	 	No	 	No	 	Yes	 	NAP	 	Springing	 	Hard	 	            109,428 	 	SF	 	$75,836	 	Actual/360	 	0.03090%	 	No	 	No	 	Lockout/24_>YM or 1%/90_0%/6	 	 	 	 	 	 
	19	 	 	 	10638	 	CGMRC	 	Carnegie Park	 	No	 	No	 	No	 	ACM	 	Springing	 	Springing	 	                  176 	 	Units	 	$66,143	 	Actual/360	 	0.05840%	 	No	 	No	 	Lockout/25_Defeasance/92_0%/3	 	 	 	 	 	 
	20	 	 	 	7NU3B7	 	GSMC	 	Shoppes at City Centre	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	              98,843 	 	SF	 	$47,681	 	Actual/360	 	0.05090%	 	No	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	21	 	 	 	 	 	CCRE	 	GSP MHP Portfolio III	 	No	 	No	 	No	 	Various	 	Springing	 	Soft	 	                  347 	 	Pads	 	$63,992	 	Actual/360	 	0.05840%	 	 	 	 	 	Lockout/25_Defeasance/92_0%/3	 	 	 	 	 	 
	21.01	 	 	 	 	 	CCRE	 	Mill Creek Estates MHP	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                  173 	 	Pads	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	21.02	 	 	 	 	 	CCRE	 	Newberry Farms MHP	 	No	 	No	 	No	 	ACM	 	 	 	 	 	                  174 	 	Pads	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	22	 	 	 	 	 	CCRE	 	Deer Run MHP	 	No	 	No	 	No	 	ACM & LBP	 	Springing	 	Soft	 	                  250 	 	Pads	 	$62,926	 	Actual/360	 	0.05840%	 	No	 	No	 	Lockout/25_Defeasance/92_0%/3	 	 	 	 	 	 
	23	 	17	 	 	 	CCRE	 	LA Fitness Powell	 	No	 	No	 	No	 	NAP	 	Springing	 	Hard	 	              53,206 	 	SF	 	$64,032	 	Actual/360	 	0.03090%	 	No	 	No	 	Lockout/24_Defeasance/33_0%/3	 	 	 	 	 	 
	24	 	18	 	8693	 	CGMRC	 	Gratiot Crossing	 	No	 	No	 	No	 	ACM	 	Springing	 	Hard	 	            166,407 	 	SF	 	$56,231	 	Actual/360	 	0.01090%	 	No	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	25	 	 	 	7NYFZ3	 	GSMC	 	Pfeiffer Woods	 	No	 	No	 	Yes	 	NAP	 	Springing	 	Hard	 	            115,730 	 	SF	 	$55,982	 	Actual/360	 	0.01090%	 	No	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	26	 	19	 	MC0028F88	 	MC-FiveMile	 	Artmore Hotel	 	No	 	No	 	No	 	ACM & Mold	 	Springing	 	Springing	 	                  102 	 	Rooms	 	$56,107	 	Actual/360	 	0.01090%	 	No	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	27	 	 	 	7NWC15	 	GSMC	 	Villas at Waters Edge	 	No	 	No	 	No	 	NAP	 	None	 	None	 	                    92 	 	Units	 	$55,215	 	Actual/360	 	0.05090%	 	No	 	No	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	28	 	 	 	7NV9P8	 	GSMC	 	Copper Palms Apartment	 	No	 	No	 	No	 	NAP	 	None	 	None	 	                  206 	 	Units	 	$54,895	 	Actual/360	 	0.01090%	 	No	 	No	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	29	 	 	 	8662	 	CGMRC	 	Park on Clairmont	 	No	 	No	 	No	 	ACM	 	Springing	 	Springing	 	                  111 	 	Units	 	$43,191	 	Actual/360	 	0.01090%	 	No	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	30	 	 	 	10022	 	CGMRC	 	Station 3 Lofts	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	                    46 	 	Units	 	$40,454	 	Actual/360	 	0.05970%	 	No	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	31	 	 	 	8634	 	CGMRC	 	222 East 59th Street	 	No	 	No	 	No	 	NAP	 	Springing	 	Hard	 	              33,995 	 	SF	 	$38,673	 	Actual/360	 	0.01090%	 	Yes	 	No	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	32	 	 	 	 	 	CCRE	 	Meadowview MHP	 	No	 	No	 	No	 	NAP	 	Springing	 	Soft	 	                  139 	 	Pads	 	$34,583	 	Actual/360	 	0.07840%	 	No	 	No	 	Lockout/25_Defeasance/92_0%/3	 	 	 	 	 	 
	33	 	 	 	3	 	SMF I	 	Coors Central Shopping Center	 	No	 	No	 	No	 	ACM	 	Springing	 	Springing	 	              72,576 	 	SF	 	$34,326	 	Actual/360	 	0.06090%	 	No	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	34	 	 	 	4	 	SMF I	 	Genesis Plaza	 	No	 	No	 	No	 	ACM	 	Springing	 	Springing	 	              57,685 	 	SF	 	$33,743	 	Actual/360	 	0.05090%	 	No	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	35	 	 	 	7NU384	 	GSMC	 	North Village	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	                  104 	 	Units	 	$31,166	 	Actual/360	 	0.01090%	 	No	 	No	 	Lockout/25_Defeasance/90_0%/5	 	 	 	 	 	 
	36	 	 	 	7NCUR2	 	GSMC	 	Canterbury Apartments	 	No	 	No	 	No	 	ACM, LBP	 	None	 	None	 	                  182 	 	Units	 	$31,533	 	Actual/360	 	0.05090%	 	No	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	37	 	 	 	 	 	CCRE	 	Dobson Medical Office	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	              29,466 	 	SF	 	$32,001	 	Actual/360	 	0.03090%	 	No	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	38	 	 	 	7NFDA1	 	GSMC	 	Surprise Crossing	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	              35,279 	 	SF	 	$29,365	 	Actual/360	 	0.05840%	 	No	 	No	 	Lockout/25_Defeasance/90_0%/5	 	 	 	 	 	 
	39	 	 	 	MC0028E48	 	MC-FiveMile	 	1445 North Loop West	 	No	 	No	 	No	 	No	 	Springing	 	Springing	 	            119,571 	 	SF	 	$29,733	 	Actual/360	 	0.01090%	 	No	 	No	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	40	 	 	 	MC0028928	 	MC-FiveMile	 	Webster Plaza	 	No	 	No	 	No	 	No	 	Springing	 	Springing	 	              23,820 	 	SF	 	$29,181	 	Actual/360	 	0.01090%	 	No	 	No	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	41	 	 	 	 	 	CCRE	 	Tall Tree Apartments	 	No	 	No	 	No	 	ACM & LBP	 	Springing	 	Springing	 	                  148 	 	Units	 	$30,451	 	Actual/360	 	0.03090%	 	No	 	No	 	Lockout/25_Defeasance/92_0%/3	 	 	 	 	 	 
	42	 	 	 	5	 	SMF I	 	Oceanside Square	 	No	 	No	 	No	 	ACM	 	Springing	 	Springing	 	              34,993 	 	SF	 	$27,126	 	Actual/360	 	0.01090%	 	No	 	No	 	Lockout/25_Defeasance/89_0%/6	 	 	 	 	 	 
	43	 	 	 	7NUOZ1	 	GSMC	 	Colonnade of Royal Forest Shopping Center	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	              35,085 	 	SF	 	$26,145	 	Actual/360	 	0.01090%	 	No	 	No	 	Lockout/23_>YM or 1%/90_0%/7	 	 	 	 	 	 
	44	 	 	 	6	 	SMF I	 	US Storage Center Portfolio	 	No	 	No	 	No	 	Various	 	Springing	 	Springing	 	              95,805 	 	SF	 	$25,358	 	Actual/360	 	0.06090%	 	 	 	 	 	Lockout/24_Defeasance/31_0%/5	 	 	 	 	 	 
	44.01	 	 	 	6.01	 	SMF I	 	US Storage Center Peoria	 	No	 	No	 	No	 	NAP	 	 	 	 	 	              58,110 	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	44.02	 	 	 	6.02	 	SMF I	 	US Storage Center Phoenix	 	No	 	No	 	No	 	ACM	 	 	 	 	 	              37,695 	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	45	 	20	 	7	 	SMF I	 	Drakeshire Apartments	 	No	 	No	 	No	 	ACM and LBP	 	Springing	 	Springing	 	                  156 	 	Units	 	$21,259	 	Actual/360	 	0.01090%	 	No	 	No	 	Lockout/25_>YM or 1%/90_0%/5	 	 	 	 	 	 
	46	 	20	 	8	 	SMF I	 	Drakeshire Plaza	 	No	 	No	 	No	 	ACM and LBP	 	Springing	 	Springing	 	              17,343 	 	SF	 	$3,385	 	Actual/360	 	0.01090%	 	No	 	No	 	Lockout/25_>YM or 1%/90_0%/5	 	 	 	 	 	 
	47	 	21	 	7NSBG2	 	GSMC	 	Stonecrest Center	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	              44,553 	 	SF	 	$22,537	 	Actual/360	 	0.05090%	 	No	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	48	 	 	 	9	 	SMF I	 	Cook Street Office	 	No	 	No	 	No	 	ACM	 	Springing	 	Springing	 	              41,009 	 	SF	 	$20,777	 	Actual/360	 	0.01090%	 	No	 	No	 	Lockout/25_Defeasance/90_0%/5	 	 	 	 	 	 
	49	 	 	 	8477	 	CGMRC	 	Montgomeryville Self Storage Portfolio	 	No	 	No	 	No	 	ACM	 	Springing	 	Springing	 	              62,175 	 	SF	 	$20,533	 	Actual/360	 	0.01090%	 	 	 	 	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	49.01	 	 	 	8477-1	 	CGMRC	 	Xtra Space Self-Storage	 	No	 	No	 	No	 	ACM	 	 	 	 	 	              39,775 	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	49.02	 	 	 	8477-2	 	CGMRC	 	Montgomeryville Mini Storage	 	No	 	No	 	No	 	ACM	 	 	 	 	 	              22,400 	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	50	 	 	 	MC0029BC1	 	MC-FiveMile	 	Security Plus Self Storage	 	No	 	No	 	No	 	No	 	Springing	 	Springing	 	              60,063 	 	SF	 	$18,736	 	Actual/360	 	0.01090%	 	No	 	No	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	51	 	 	 	 	 	CCRE	 	Scott & White Healthcare Copperas Cove	 	No	 	No	 	No	 	NAP	 	Springing	 	Hard	 	              14,973 	 	SF	 	$20,023	 	Actual/360	 	0.03090%	 	No	 	No	 	Lockout/24_Defeasance/93_0%/3	 	 	 	 	 	 
	52	 	 	 	 	 	CCRE	 	Planet Fitness Wentzville, MO	 	No	 	No	 	No	 	NAP	 	In Place	 	Hard	 	              22,335 	 	SF	 	$17,420	 	Actual/360	 	0.03090%	 	No	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	53	 	 	 	MC0029777	 	MC-FiveMile	 	Midtown Crossing	 	No	 	No	 	No	 	No	 	Springing	 	Springing	 	              14,788 	 	SF	 	$14,616	 	Actual/360	 	0.01090%	 	Yes	 	No	 	Lockout/27_Defeasance/89_0%/4	 	 	 	 	 	 
	54	 	 	 	8731	 	CGMRC	 	Denney’s Mini Storage	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	              46,300 	 	SF	 	$14,674	 	Actual/360	 	0.06090%	 	No	 	No	 	Lockout/25_Defeasance/92_0%/3	 	 	 	 	 	 
	55	 	22	 	10641	 	CGMRC	 	849 West Armitage Avenue	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	                4,911 	 	SF	 	$12,869	 	Actual/360	 	0.01090%	 	No	 	No	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	56	 	 	 	10	 	SMF I	 	Fair Oaks and Levee Place	 	No	 	No	 	No	 	ACM and LBP	 	None	 	None	 	                  183 	 	Pads	 	$12,592	 	Actual/360	 	0.01090%	 	 	 	 	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	56.01	 	 	 	10.02	 	SMF I	 	Levee Place MHC	 	No	 	No	 	No	 	ACM and LBP	 	 	 	 	 	                  104 	 	Pads	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	56.02	 	 	 	10.01	 	SMF I	 	Fair Oaks MHC	 	No	 	No	 	No	 	ACM and LBP	 	 	 	 	 	                    79 	 	Pads	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	57	 	 	 	11	 	SMF I	 	Windhorst MHC	 	No	 	No	 	No	 	NAP	 	None	 	None	 	                    83 	 	Pads	 	$9,405	 	Actual/360	 	0.01090%	 	No	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 


 





	DS Partial I/O:	 	The monthly debt service shown for Mortgage Loans with a partial interest-only period reflects the amount payable after the expiration of the interest-only period. 
	Admin Fee Rate:	 	The Administrative Fee Rate includes the Servicing Fee Rate, the Operating Advisor Fee Rate, the Trustee/Certificate Administrator Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate applicable to each Mortgage Loan.
	Open Period:	 	The open period is inclusive of the Maturity Date.
	1	 	The Cut-off Date Balance of $100,000,000 represents the note A-2 of a $260,000,000 loan combination evidenced by three pari passu notes. The companion loans, evidenced by note A-1 (controlling interest in the Illinois Center Whole Loan) and note A-3 (non-controlling interest in the Illinois Center Whole Loan), have an aggregate principal balance of $160,000,000 as of the Cut-off Date. The $100,000,000 note A-1 was securitized in the CGCMT 2015-GC33 securitization transaction and the $60,000,000 note A-3 is expected to be contributed to a future securitization. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $260,000,000.
	2	 	On the origination date, the borrowers deposited $12,500,000 into the TI/LC Reserve. The borrowers are not required to make an ongoing TI/LC Reserve payment unless the TI/LC Reserve account falls below a minimum balance (initially, $7,500,000), after which the borrowers must pay the ongoing TI/LC Reserve amount (initially $174,324) until the TI/LC Reserve equals or exceeds the Leasing Reserve cap (initially, $15,000,000).  If the property achieves a debt yield of 10% for two consecutive calendar quarters, the TI/LC Reserve cap will be reduced to $6,000,000 and the minimum balance will be reduced to $2,500,000.  If for two consecutive calendar quarters (i) the property achieves a debt yield of 13% and (ii) the physical occupancy rate for the property equals or exceeds 95%, the TI/LC Reserve cap will be reduced to $2,500,000, the minimum balance will be reduced to $0, and the ongoing TI/LC Reserve amount will be reduced to $87,162.
	3	 	The lockout period will be at least 26 payment dates beginning with and including the first payment date of September 6, 2015. For the purposes of this Free Writing Prospectus, the assumed lockout period of 26 payment dates is based on the expected GSMS 2015-GC34 securitization closing date in October 2015. The actual lockout period may be longer.
	4	 	The Cut-off Date Balance of $84,500,000 represents the note A-1 of a $130,000,000 whole loan evidenced by two pari passu notes. The companion loan has a principal balance of $45,500,000 as of the Cut-off Date and will be contributed in a future securitization transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $130,000,000.
	5	 	The lockout period will be at least 24 payment dates beginning with and including the first payment date of November 6, 2015. For the purposes of this Free Writing Prospectus, the assumed lockout period of 24 payment dates is based on the expected GSMS 2015-GC34 securitization closing date in October 2015. The actual lockout period may be longer.
	6	 	The Cut-off Date Balance of $72,412,136 represents the non-controlling A-2 note of a $250,800,000 loan combination evidenced by multiple pari passu notes.  Note A-1, with a Cut-off Date Balance of $99,878,808, was contributed to CGCMT 2015-GC33. The remaining related companion loans, with an aggregate outstanding principal balance of $78,205,107, are expected to be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $250,496,051.
	7	 	The lockout period will be at least 25 payment dates beginning with and including the first payment date of October 6, 2015. For the purposes of this Free Writing Prospectus, the assumed lockout period of 25 payment dates is based on the expected GSMS 2015-GC34 securitization closing date in October 2015. The actual lockout period may be longer.
	8	 	Monthly FF&E reserve is equal to: (a) on each due date from October 2015 through and including September 2016, $360,433, (b) beginning on the due date in October 2016, the greater of (1) the monthly amount required to be reserved for each Hammons Hotel Portfolio Mortgaged Property pursuant to the applicable franchise agreement for the replacement of furniture, fixtures and equipment and (2) one-twelfth of 4% of the operating income for each Hammons Hotel Portfolio Mortgaged Property (or, in the case of the Renaissance by Marriott Phoenix/Glendale, AZ Mortgaged Property beginning on the due date in October 2017, one-twelfth of 5% of the operating income) for the previous 12-month period (as determined on August 31 of each year).
	9	 	The Parkside at So7 Mortgaged Property is comprised of 300 multifamily units and 65,411 SF of commercial space. As of September 14, 2015, the multifamily units were 94.3% occupied and the commercial space was 75.1% leased.
	10	 	Ongoing TI/LC and Replacement Reserves are capped at an aggregate $400,000.
	11	 	The TI/LC Cap does not apply during a Trigger Period.
	12	 	The Replacement Reserves Cap does not apply during a Trigger Period.
	13	 	The Cut-off Date Balance of $18,500,000 represents the controlling A-1 note of a $51,000,000 loan combination evidenced by multiple pari passu notes.  The related companion loan, evidenced by the non-controlling note A-2 with an outstanding principal balance of $32,500,000, is expected to be contributed to a future securitization transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $51,000,000.
	14	 	The borrower is required to fund the FF&E reserve (i) for the Due Dates occurring in November 2015 through October 2016, the amount of $98,485.33; (ii) for the Due Dates occurring in November 2016 through October 2018, the greater of (a) the monthly amount required to be reserved pursuant to the Franchise Agreement for the replacement of FF&E and (b) $0; (iii) for the Due Dates occurring in November 2018 through October 2019, the greater of (a) the monthly amount required to be reserved pursuant to the Franchise Agreement for the replacement of FF&E and (b) one-twelfth of 4% of the operating income of the Mortgaged Property for the previous twelve-month period as determined on the anniversary of the last day  of September;  (iv) for the Due Dates occurring in November 2019 through October 2022, the greater of (a) the monthly amount required to be reserved pursuant to the Franchise Agreement for the replacement of FF&E and (b) one-twelfth of 5% of the operating income of the Mortgaged Property for the previous twelve-month period as determined on the anniversary of the last day of September; and (v) for the Due Dates occurring in November 2022 through the payment in full of the indebtedness, the greater of (a) the monthly amount required to be reserved pursuant to the Franchise Agreement for the replacement of FF&E and (b) one-twelfth of 6% of the operating income of the Mortgaged Property for the previous twelve-month period as determined on the anniversary of the last day of September.  
	15	 	The Cut-off Date Balance of $13,500,000 represents the note A-2 of a $38,500,000 whole loan evidenced by two pari passu notes. The companion loan, note A-1, has a principal balance of $25,000,000 as of the Cut-off Date and is expected to be contributed to the JPMBB 2015-C32 securitization. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the whole loan Cut-off Date Balance of $38,500,000.
	16	 	The lockout period will be at least 24 payment dates beginning with and including the first Due Date of November 6, 2015. For the purposes of this free writing prospectus, the assumed lockout period of 24 payment dates is based on the expected GSMS 2015-GC34 securitization closing date in October 2015. The actual lockout period may be longer.
	17	 	Commencing on the Anticipated Repayment Date, the interest rate increases to the greater of 3.0000% per annum plus the greater of (i) the initial interest rate or (ii) the ten-year swap yield as of the first business day after the Anticipated Repayment Date, subject to a cap of 5.0000%.
	18	 	Ongoing TI/LC Reserve payments are waived during the first two years of the loan term. Beginning in September 2017, the TI/LC reserve will be funded monthly during the loan term. Ongoing TI/LC Reserve payments will be made by the borrower in accordance with the below schedule: (i) Years 3-5: $2,500 per month subject to a cap of $30,000, (ii) Year 6: $4,167 per month subject to a Cap of $50,000, (iii) Year 7: $6,250 per month subject to a cap of $75,000, (iv) Year 8: $8,333 per month subject to a cap of $100,000 and (v) Years 9-10: $12,500 per month subject to a cap of $150,000.
	19	 	Ownership plans to reconfigure two of the six two-bedroom suites into four, one-bedroom suites, increasing the total room count by two units as of January 1, 2016.
	20	 	With respect to the Drakeshire Apartments and Drakeshire Plaza Mortgage Loans, which are cross-collateralized and cross-defaulted with each other, the Cut-off Date LTV Ratio, the LTV Ratio at Maturity, the Underwritten NCF DSCR, the Debt Yield on Underwritten Net Operating Income and the Debt Yield on Underwritten Net Cash Flow of the Mortgage Loans are presented in the aggregate.
	21	 	The Ongoing Replacement Reserve amount means $1,336, provided, at such time that Borrower provides evidence reasonably satisfactory to Lender of the completion of the roof replacement, the Ongoing Replacement Reserve amount shall be equal to $743. 
	22	 	3,007 SF of space is related to residential tenants. 


 






    


    


    


 






 


EXHIBIT Q


 


LIST OF AUTHORIZED REPRESENTATIVES
OF THE DEPOSITOR


 


The following Person
shall be the Authorized Representative of the Depositor until such time as such Person notifies the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, and the Custodian in writing of the identity of a successor Authorized Representative
of the Depositor:


 


Leah Nivison

GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282-2198

Phone number: (212) 357-2702

Telecopy number: (212) 428-1439

E-mail address: gs-cmbs17g5surveillance@gs.com


 



    	Exhibit Q-1



    	 



    




 





EXHIBIT R


 


FORM OF OPERATING ADVISOR ANNUAL REPORT1


  


Report Date: Report will be delivered annually (after
the occurrence and during the continuance of a Control Termination Event) no later than [INSERT DATE]. 


Transaction: GS Mortgage Securities Corporation II,
Commercial Mortgage Pass-Through Certificates, Series 2015-GC34 


Operating Advisor: [                         ] 


Special Servicer: [                         ] 


Controlling Class Representative: [                         ]


 


I.                    Population
of Mortgage Loans that Were Considered in Compiling This Report


 


[  ] Specially Serviced
Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].


 


(a)            [  ] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of an Asset Status
Report.


 


(b)           [  ] of such Specially Serviced Loans had executed Final Asset Status Reports. This report is based only on the Specially Serviced
Loans in respect of which a Final Asset Status Report has been issued. The Final Asset Status Reports may not yet be fully implemented.


 


II.                   Executive
Summary


 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and Servicing
Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National Association, as Certificate
Administrator and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Master
Servicer and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, as well as the items listed
below, the Operating Advisor has undertaken a limited review of the Special Servicer’s operational activities to service
certain Specially Serviced Loans in accordance with the Servicing Standard in accordance with the Operating Advisor’s requirements
outlined in the Pooling and Servicing Agreement. Based on such review, the Operating Advisor [believes, does not believe] there
are material deviations [(i)] from the Servicing Standard [and/or (ii)] from the Special Servicer’s obligations under the
Pooling and Servicing Agreement with respect to the resolution or liquidation of Specially Serviced Loans. In addition, the Operating
Advisor notes


 


 








1
This report is an indicative report and does not reflect the final form of annual report to be used in any particular
year. The Operating Advisor will have the ability to modify or alter the organization and content of any particular report,
subject to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions
relating to Privileged Information.


 



    	Exhibit R-1



    	 



    




 


the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


In connection with the
assessment set forth in this report, the Operating Advisor:


 


Reviewed any assessment
of compliance and/or attestation report delivered to the Operating Advisor pursuant to the Pooling and Servicing Agreement with
respect to the Special Servicer, and the Asset Status Reports, net present value calculations and Appraisal Reduction calculations
and [LIST OTHER REVIEWED INFORMATION] for the following [ ] Specially Serviced Loans: [LIST APPLICABLE MORTGAGE LOANS]


 


III.                 Specific
Items of Review


 


1.             The Operating Advisor
reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].


 


2.             During the prior
year, the Operating Advisor consulted with the Special Servicer regarding its strategy plan for a limited number of issues related
to the following Specially Serviced Loans: [LIST]. The Operating Advisor participated in discussions and made strategic observations
and recommended alternative courses of action to the extent it deemed such observations and recommendations appropriate. The Special
Servicer [agreed with/did not agree with] the recommendations made by the Operating Advisor. Such recommendations generally included
the following: [LIST].


 


3.             Appraisal Reduction
calculations and net present value calculations:


 


(a)            The
Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical calculations
and the corresponding application of the non-discretionary portions of the applicable formulas required to be utilized in connection
with any Appraisal Reduction or net present value calculations used in the Special Servicer’s determination of what course
of action to take in connection with the workout or liquidation of a Specially Serviced Loan prior to the utilization by the Special
Servicer.


 


(b)           The
Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable non-discretionary
portions of the formula] required to be utilized for such calculation.


 


(c)            After
consultation with the Special Servicer 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, such inaccuracy [has been/ has not been] resolved.


 


4.             The following is
a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].


 


5.             In addition to
the other information presented herein, the Operating Advisor notes the following additional items: [LIST ADDITIONAL ITEMS].


 



    	Exhibit R-2



    	 



    




 


IV.                 Qualifications
Related to the Work Product Undertaken and Opinions Related to this Report


 


1.             In accordance with
the terms of the Pooling and Servicing Agreement, the Operating Advisor did not participate in, or have access to, the Special
Servicer’s and the 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 directly pursuant to the Pooling and Servicing
Agreement. As such, the Operating Advisor generally relied upon its interaction with the Special Servicer in gathering the relevant
information to generate this report.


 


2.             The Special Servicer
has the legal authority and responsibility to service the Specially Serviced Loans pursuant to the Pooling and Servicing Agreement.
The Operating Advisor has no responsibility or authority to alter the standards set forth therein.


 


3.             Confidentiality
and other contractual limitations limit the Operating Advisor’s ability to outline the details or substance of certain information
it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all
the relevant information that the Operating Advisor is given access to by the Special Servicer.


 


4.             The Operating Advisor
is not empowered to directly communicate with investors pursuant to the Pooling and Servicing Agreement. If 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 Pooling and Servicing Agreement.


  


[                         ]


 


	By: 	 	 
	Name:	 	 
	Title:	 	 



 



    	Exhibit R-3



    	 



    







 


EXHIBIT S


 


SUB-SERVICING AGREEMENTS


 



    	Exhibit S-1



    	 



    




 




 


GC34 Exhibit S


 


	Control	Loan	Mortgage 	 	 	 
	Number	Number	Loan Seller	Property Name	Sub-Servicer Name	Sub-Servicer’s Duties
	3	7NN2T5	GSMC	Hammons Hotel Portfolio	Wells Fargo (GC33)	Cashiering
	6	7NWC72	GSMC	Denton Center	Berkadia Commercial Mortgage LLC	Cashiering
	9	7N1259	GSMC	Festival at Sawmill Centre	Bellwether Real Estate Capital, LLC	Non-Cashiering
	20	7NU3B7	GSMC	Shoppes at City Centre	Holliday Fenoglio Fowler, L.P.	Non-Cashiering
	27	7NWC15	GSMC	Villas at Waters Edge	Bellwether Enterprise Real Estate Capital, LLC	Non-Cashiering
	36	7NCUR2	GSMC	Canterbury Apartments	Bellwether Enterprise Real Estate Capital, LLC	Non-Cashiering
	38	7NFDA1	GSMC	Surprise Crossing	Newmark Realty Capital, Inc. 	Cashiering
	47	7NSBG2	GSMC	Stonecrest Center	Bellwether Enterprise Real Estate Capital, LLC	Non-Cashiering
	1	8788	CGMRC	Illinois Center	Wells Fargo	Cashiering
	19	10638	CGMRC	Carnegie Park	Berkadia Commercial Mortgage LLC	Cashiering
	30	10022	CGMRC	Station 3 Lofts	Berkadia Commercial Mortgage LLC	Cashiering
	54	8731	CGMRC	Denney’s Mini Storage	BSC Group	Non-Cashiering
	17	2	SMF I	Hyatt Place Texas Portfolio	Wells Fargo (Full) & Holliday Fenoglio Fowler, L.P. (Limited)	Cashiering
	33	3	SMF I	Coors Central Shopping Center	CBRE - GEMSA	Non-Cashiering
	34	4	SMF I	Genesis Plaza	NorthMarq Capital, LLC	Non-Cashiering
	44	6	SMF I	US Storage Center Portfolio	Newmark Realty Capital, Inc. 	Non-Cashiering
	14	 	CCRE	Lake Fredrica Shopping Center	Berkeley Point	Non-Cashiering
	18	 	CCRE	Parkville Commons	Berkeley Point	Non-Cashiering
	21	 	CCRE	GSP MHP Portfolio III	Berkeley Point	Cashiering
	22	 	CCRE	Deer Run MHP	Berkeley Point	Cashiering
	23	 	CCRE	LA Fitness Powell	Berkeley Point	Non-Cashiering
	32	 	CCRE	Meadowview MHP	Berkeley Point	Cashiering
	37	 	CCRE	Dobson Medical Office	Berkeley Point	Non-Cashiering
	41	 	CCRE	Tall Tree Apartments	Berkeley Point	Non-Cashiering
	51	 	CCRE	Scott & White Healthcare Copperas Cove	Berkeley Point	Non-Cashiering
	52	 	CCRE	Planet Fitness Wentzville, MO	Berkeley Point	Non-Cashiering


 






    


    


    


 






 





EXHIBIT T


  


FORM OF RECOMMENDATION OF SPECIAL SERVICER
TERMINATION


 


U.S. Bank National Association

as Trustee 


190 South LaSalle Street, 7th Floor

Chicago, Illinois 60603

Attention: GSMS 2015-GC34


 


U.S. Bank National Association

as Certificate Administrator 


190 South LaSalle Street, 7th Floor, Mail Code: MK IL SL7C 


Chicago, Illinois 60603 


Attention: GSMS 2015-GC34


  


Midland Loan Services, a Division
of PNC Bank, 


National Association,

as Special Servicer 


10851 Mastin Street 


Overland Park, Kansas 66210 


Attention: Executive Vice President – Division
Head


 


		Re:	GS Mortgage Securities Trust 2015-GC34, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC34



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 6.08(b) of the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and Servicing
Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National Association, as Certificate
Administrator and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Master
Servicer and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, on behalf of the holders
of GS Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34 (the “Certificates”)
regarding the replacement of the Special Servicer. Capitalized terms used and not otherwise defined herein shall have the respective
meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


Based upon our review
of the Special Servicer’s operational practices conducted pursuant to and in accordance with the Pooling and Servicing Agreement,
it is our assessment that [________], in its current capacity as Special Servicer, is not [performing its duties under the Pooling
and Servicing Agreement][acting in accordance with the Servicing Standard]. The following factors support our assessment: [________].


 



    	Exhibit T-1



    	 



    




 


Based upon such assessment,
we further hereby recommend that [_______] be removed as Special Servicer and that [________] be appointed its successor in such
capacity.


	 	 	 
	 	Very truly yours,
	 	 	 
	 	 	 
	 	[The Operating Advisor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 


Dated:


 



    	Exhibit T-2



    	 



    


 



EXHIBIT U



ADDITIONAL FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.03 of the Pooling
and Servicing Agreement to disclose to the Depositor, the Certificate Administrator and 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, financial statements, budgets and/or rent rolls required to be provided in connection
with Item 6 below, possession) (in each case, after complying with its affirmative obligations, if any, under the Pooling and
Servicing Agreement to obtain such information) of such information (other than information as to such party itself which such
party is obligated to provide). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer
shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is
set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor
or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master 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 identified as such in the Prospectus Supplement. For this GS 2015-GC34 Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume
that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115
of Regulation AB other than a party identified as such in the Prospectus Supplement. 


 


	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 

        Master 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 Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii) the Trustee, the Master Servicer and the Special Servicer as to the Trust (in the case of the Master Servicer and the Special 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)



  



    	Exhibit U-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

Trustee
	Item 5:  Submission of Matters to a Vote of Security Holders	Certificate Administrator
	Item 6:  Significant Obligors of Pool Assets	
        Master Servicer (excluding information
for which the Special Servicer is the “Party Responsible”) 

        Special Servicer (as to REO Properties) 

	Item 7:  Significant Enhancement Provider Information	Depositor
	Item 8:  Other Information	Any party responsible for disclosure items on Form 8-K to the extent of such items
	Item 9:  Exhibits	
        Certificate Administrator (as to
the Distribution Date Statement) 

        Depositor 

	 	 


 






    	Exhibit U-2



    	 



    








 


EXHIBIT V



ADDITIONAL FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.04 of the Pooling
and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, and any Other Depositor and Other Exchange
Act Reporting Party to which such disclosure 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, financial statements, budgets and/or rent rolls required to be provided in connection
with Item 1112(b) below, possession) (in each case, after complying with its affirmative obligations, if any, under the Pooling
and Servicing Agreement to obtain such information) of such information (other than information as to such party itself which such
party is obligated to provide). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer
shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is set
forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor
or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master 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 identified as such in the Prospectus Supplement. For this GS 2015-GC34 Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume
that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of
Regulation AB other than a party identified as such in the Prospectus Supplement.


  


	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 Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii) the Trustee, the Certificate Administrator, the Master Servicer, the Depositor and the Special Servicer as to the Trust (in the case of the Master Servicer, the Depositor and the Special Servicer, to be reported by the party controlling such litigation), (iv) each Sponsor as to itself and as to each 1110(b) originator



 






    Exhibit V-1


    


    

   


	
         
	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 Pooling and Servicing Agreement as to themselves (in the case of the Master Servicer, only as to 1119(a) affiliations with Significant Obligors identified in the Pooling 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 Pooling and Servicing Agreement, the Trustee, the Certificate Administrator, the Master 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 
	
        Master 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 V-2


    


    

  





EXHIBIT W



FORM OF ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND VIA EMAIL TO CMBSTRANSACTIONS@USBANK.COM
AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


  


U.S. Bank National Association,

          as Certificate Registrar

190 South LaSalle Street, 7th Floor, Mail Code: MK IL SL7C

Chicago, Illinois 60603 


Attention: GSMS 2015-GC34


  


GS Mortgage Securities Corporation II 


200 West Street

New York, New York 10282-2198

Attention: Leah Nivison


 


RE:   **Additional Form [10-D][10-K][8-K]
Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section [  ]
of the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National Association, as Certificate Administrator
and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Master Servicer and Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, 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: [                ].


 



    Exhibit W-1


    


    








 


	 	 	 
	 	[NAME OF PARTY], as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    Exhibit W-2


    


    













 


EXHIBIT X



FORM OF CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


		Re:	GS Mortgage Securities
                                         Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34 (the
                                         “Trust”), issued pursuant to the Pooling and Servicing Agreement,
                                         dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
                                         by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National
                                         Association, as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as
                                         Operating Advisor, Wells Fargo Bank, National Association, as Master Servicer and Midland
                                         Loan Services, a Division of PNC Bank, National Association, as Special Servicer	 



  


I, [identifying the certifying
individual], certify that:


 


		1.	I have reviewed this annual report on Form 10-K, and all
reports on Form 10-D required to be filed in respect of period covered by this annual report on Form 10-K, of the Trust (the “Exchange
Act Periodic Reports”);



		 	 



		2.	Based on my knowledge, the Exchange Act Periodic Reports,
taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;



		 	 



		3.	Based on my knowledge, all of the distribution, servicing
and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange
Act Periodic Reports;



		 	 



		4.	Based on my knowledge and the servicer compliance statement(s)
required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act Periodic Reports, the master
servicer and the special servicer have fulfilled their obligations under the Pooling and Servicing Agreement in all material respects;
and



		 	 



		5.	All of the reports on assessment of compliance with servicing
criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria
for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any
material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.



 


In giving the certifications above, I have
reasonably relied on information provided to me by the following unaffiliated parties: [Master Servicer][Special Servicer][Other
Master Servicer][Other Special Servicer][Certificate Administrator][Trustee]


 



    Exhibit X-1


    


    







 





	 	 	 
	Date:	 	 
	 	 
	 	 
	[Signature]	 
	[Title]	 







 






    Exhibit X-2


    


    

   


EXHIBIT Y-1



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY THE CERTIFICATE ADMINISTRATOR


 


		Re:	GS Mortgage Securities
                                         Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34 (the
                                         “Trust”), issued pursuant to the Pooling and Servicing Agreement,
                                         dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
                                         by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National
                                         Association, as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as
                                         Operating Advisor, Wells Fargo Bank, National Association, as Master Servicer and Midland
                                         Loan Services, a Division of PNC Bank, National Association, as Special Servicer	 



 


I, [identifying the certifying
individual], a [title] of [CERTIFICATE ADMINISTRATOR], certify to GS Mortgage Securities Corporation II and its officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I have reviewed the annual report on Form 10-K for the
fiscal year 20__, and all reports on Form 10-D required to be filed in respect of periods covered by that annual report on Form
10-K, of the Trust (the “Exchange Act Periodic Reports”);



		 	 



		2.	Based on my knowledge, the distribution information in
Exchange Act Periodic 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, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by that report on Form 10-K;



 


3.            Based on my knowledge, all of the distribution, servicing and other information required to be provided by the Certificate
Administrator pursuant to the Pooling and Servicing Agreement for inclusion in the Exchange Act Periodic Reports is included in
such reports; and


 


4.             The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report
on assessment of compliance with servicing criteria for asset-backed securities required to be delivered by the Certificate Administrator
in accordance with Section 10.08 and Section 10.09 of the Pooling and Servicing Agreement discloses all material instances of noncompliance
with the Relevant Servicing Criteria.


 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction
parties]. 





	 	 	 
	Date:	 	 
	 	 
	[                          ]	 







 






    Exhibit Y-1-1


    


    








 





	 	 	 
	By:	 	 
	 	[Name]	 







 










    Exhibit Y-1-2


    


    

  


EXHIBIT Y-2



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE MASTER SERVICER


 


		Re:	GS Mortgage Securities
                                         Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34 (the
                                         “Trust”), issued pursuant to the Pooling and Servicing Agreement,
                                         dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
                                         by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National
                                         Association, as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as
                                         Operating Advisor, Wells Fargo Bank, National Association, as Master Servicer and Midland
                                         Loan Services, a Division of PNC Bank, National Association, as Special Servicer	 



 


I, [identify the certifying
individual], a [title] of [MASTER SERVICER], certify to GS Mortgage Securities Corporation II and their officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the certification required
by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition shall have
the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


		(1)	I have (or a Servicing Officer under my supervision has)
reviewed the servicing reports relating to the Trust delivered by the Master Servicer to the Certificate Administrator covering
the fiscal year 20__;



		 	 



		(2)	Based on my knowledge, and assuming the accuracy of the
statements required to be made in the corresponding certificate of the Special Servicer (to the extent such statements are relevant
to the statements made in this certification by the Master Servicer), the servicing information in these 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,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these
servicing reports;



		 	 



		(3)	Based on my knowledge, and assuming the accuracy of the
statements required to be made in the corresponding certificate of the Special Servicer (to the extent such statements are relevant
to the statements made in this certification by the Master Servicer), the servicing information required to be provided in these
servicing reports to the Certificate Administrator by the Master Servicer under the Pooling and Servicing Agreement is included
in the servicing reports delivered by the Master Servicer to the Certificate Administrator;



		 	 



		(4)	I am, or an employee under my supervision is, responsible
for reviewing the activities performed by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge
and the compliance review conducted in preparing the servicer compliance statement required under Section 10.07 of the Pooling
and Servicing 



 






    Exhibit Y-2-1


    


    

   


		Agreement with respect to the Master Servicer, and except as disclosed in such compliance statement delivered by
the Master Servicer under Section 10.07 of the Pooling and Servicing Agreement, the Master Servicer has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects in the year to which such review applies; and




		 	 



		(5)	The report on assessment of compliance with servicing
criteria for asset-backed securities and the related attestation report on assessment of compliance with servicing criteria for
asset-backed securities required to be delivered in accordance with Section 10.08 and Section 10.09 of the Pooling and Servicing
Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.



 


Further, notwithstanding
the foregoing certifications, the Master Servicer does not make any certification under the foregoing clauses 1 through 5 that
is in turn dependent upon information required to be provided by any sub-servicer acting under a sub-servicing agreement that the
Master Servicer entered into in connection with the issuance of the Certificates, or upon the performance by any such sub-servicer
of its obligations pursuant to any such sub-servicing agreement, in each case beyond the respective backup certifications actually
provided by such sub-servicer to the Master Servicer with respect to the information that is subject of such certification.





	 	 	 
	Date:	 	 
	 	 
	[                          ]	 





	 	 	 
	By:	 	 
	[Name]	 







 






    Exhibit Y-2-2


    


    

  


EXHIBIT Y-3



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE SPECIAL SERVICER


 


		Re:	GS Mortgage Securities Trust 2015-GC34, Commercial Mortgage
Pass-Through Certificates, Series 2015-GC34 (the “Trust”), issued pursuant to the Pooling and Servicing Agreement,
dated as of October 1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation
II, as Depositor, U.S. Bank National Association, as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating
Advisor, Wells Fargo Bank, National Association, as Master Servicer and Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer	 



 


I, [identify the certifying
individual], a [title] of [SPECIAL SERVICER], certify to GS Mortgage Securities Corporation II and their officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the certification required
by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition shall have
the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.     
Based on my knowledge, the servicing information in the servicing reports or information relating to the Trust delivered
by the Special Servicer to the Master Servicer covering the fiscal year 20__, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by these servicing reports;


 


2.     
Based on my knowledge, the servicing information required to be provided to the Master Servicer by the Special Servicer
under the Pooling and Servicing Agreement for inclusion in the reports to be filed by the Certificate Administrator is included
in the servicing reports delivered by the Special Servicer to the Master Servicer;


 


3.     
I am, or an employee under my supervision is, responsible for reviewing the activities performed by the Special Servicer
under the Pooling and Servicing Agreement and based upon my knowledge and the compliance review conducted in preparing the servicer
compliance statement required under Section 10.07 of the Pooling and Servicing Agreement with respect to the Special Servicer,
and except as disclosed in such compliance statement delivered by the Special Servicer under Section 10.07 of the Pooling and Servicing
Agreement, the Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects
in the year to which such review applies; and


 


4.     
The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation
report on assessment of compliance with servicing criteria for asset-backed securities required to be delivered in accordance
with Section 10.08 and  








 






    Exhibit Y-3-1


    


    

 


Section 10.09 of the
Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria. 










	 	 	 	 
	Date:	 	 
	 	 
	[                           ]	 
	 	 
	By:	 	 
	[Name]	 
	[Title]	 







 






    Exhibit Y-3-2


    


    

  


EXHIBIT Y-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE OPERATING ADVISOR


 


		Re:	GS Mortgage Securities Trust 2015-GC34, Commercial Mortgage
Pass-Through Certificates, Series 2015-GC34 (the “Trust”), issued pursuant to the Pooling and Servicing Agreement,
dated as of October 1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation
II, as Depositor, U.S. Bank National Association, as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating
Advisor, Wells Fargo Bank, National Association, as Master Servicer and Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer	 



 


I, [identify the certifying
individual], a [title] of [OPERATING ADVISOR], certify to GS Mortgage Securities Corporation II and their officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley Certification
required by Section 10.05 of the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein
without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.     
Based on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate
Administrator by the Operating Advisor covering the fiscal year 20__, taken as a whole, does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by these reports;


 


2.     
Based on my knowledge, the information required to be provided to the Certificate Administrator by the Operating Advisor
under the Pooling and Servicing Agreement for inclusion in the Exchange Act reports to be filed by the Certificate Administrator
is included in the reports delivered by the Operating Advisor to the Certificate Administrator;


 


3.     
I, or an officer under my supervision, am responsible for reviewing the activities performed by the Operating Advisor under
the Pooling and Servicing Agreement and based upon my knowledge the Operating Advisor has, except as described in any information
provided to the Certificate Administrator by the Operating Advisor covering the fiscal year 20[__], fulfilled its obligations under
the Pooling and Servicing Agreement in all material respects in the year to which such review applies; and


 


4.     
The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report
on assessment of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section
10.08 and Section 10.09 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant
Servicing Criteria.


 






    Exhibit Y-4-1


    


    
 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction
parties]. 





	 	 	 	 
	Date:	 	 
	 	 
	[                           ]	 
	 	 
	By:	 	 
	[Name]	 
	[Title]	 







 






    Exhibit Y-4-1


    


    

  



EXHIBIT Z



FORM 8-K DISCLOSURE INFORMATION 


 


The parties identified in the “Party Responsible”
column (with each Servicing Function Participant deemed to be responsible for the following items for which the party that retained
such Servicing Function Participant is responsible) are obligated pursuant to Section 10.06 of the Pooling and Servicing Agreement
to disclose to the Depositor, the Certificate Administrator, and each Other Depositor and Other Exchange Act Reporting Party to
which the particular Form 8-K Disclosure 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 (after complying with its affirmative obligations, if any, under the Pooling and Servicing Agreement to obtain
such information) of such information (other than information as to such party itself which such party is obligated to provide).
Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to rely on the
accuracy of the Prospectus Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus
Supplement), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the
Certificate Administrator, the Trustee, the Master 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 identified as such in the Prospectus
Supplement. For this GS 2015-GC34 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master
Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement,
liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as
such in the Prospectus Supplement.


   


	Item on Form 8-K	Party Responsible 
	Item 1.01- Entry into a Material Definitive Agreement	
        Master Servicer, Special Servicer
and the Trustee (in the case of the Master 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 Pooling and Servicing
Agreement) is a party) 

        Depositor 

	Item 1.02- Termination of a Material Definitive Agreement	
        Master Servicer, Special Servicer
and the Trustee (in the case of the Master 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 




 






    Exhibit Z-1


    


    

 


 


		
        other party to the Pooling and
Servicing 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 Master Servicer, Special Servicer or Trustee	
        Master 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 Z-2


    


    


 


EXHIBIT
AA-1



FORM OF POWER OF ATTORNEY FOR MASTER SERVICER


 


	RECORDING REQUESTED BY:
	{insert address}
	 




SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


U.S.
Bank National Association, a national banking association organized and existing under the laws of the United States
and having an office at 190 S. LaSalle Street, MK-IL-SL7C, Chicago, IL 60603, not in its individual capacity but solely as Trustee
(“Trustee”), hereby constitutes and appoints Wells Fargo Bank, National Association (the “Master Servicer”),
and in its name, aforesaid Attorney-In-Fact, by and through any authorized representative appointed by the Board of Directors of
the Master Servicer, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary
and appropriate for the tasks described in the items (1) through (7) below; provided however, that the documents described below
may only be executed and delivered by such Attorneys-In-Fact if such documents are required or permitted under the terms of the
Pooling and Servicing Agreement dated as of October 1, 2015 (the “Pooling and Servicing Agreement”) between
GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services,
a Division of PNC Bank, National Association, as Special Servicer (the “Special Servicer”), U.S. Bank National
Association, as Certificate Administrator and Trustee, and Pentalpha Surveillance LLC, as Operating Advisor, on behalf of GS Mortgage
Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34 (the “Trust”) and
no power is granted hereunder to take any action that would be adverse to the interests of U.S. Bank National Association.


 


This Limited Power of
Attorney is being issued in connection with Master Servicer’s responsibilities to service certain mortgage loans (the “Mortgage
Loans”) held by the Trustee. The Mortgage Loans are secured by collateral comprised of mortgages or deeds of trust (the
“Mortgages” and “Deeds of Trust” respectively), and other forms of security instruments (collectively
the “Security Instruments”), in each case, encumbering any and all real and personal property delineated therein
(the “Mortgaged Properties”) and the Notes secured thereby. Capitalized terms used but not defined herein shall
have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


1.          Demand, sue for,
recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall become due
and payable) belonging to or claimed by the Trustee, and to use or take any lawful means for recovery by legal process or otherwise,
including but not limited to the substitution of trustee serving under a Deed of Trust, the preparation and issuance of statements
of breach, notices of default, and/or notices


 



    	AA-1-1



    	 



    

 


of sale, accepting deeds in lieu of foreclosure, evicting (to the extent allowed
by federal, state or local laws) and foreclosing on the properties under the Security Instruments by judicial or non-judicial foreclosure,
actions for temporary restraining orders, injunctions, appointments of receiver, suits for waste, fraud and any and all other tort,
contractual or other claims of whatever nature, including execution of any evidentiary affidavits or verifications in support thereof,
as may be necessary or advisable in any bankruptcy action, state or federal suit or any other action.


 


2.          Execute and/or
file such documents and take such other action as is proper and necessary to defend the Trustee in litigation and to resolve any
litigation where the Master Servicer has an obligation to defend the Trustee, including but not limited to dismissal, termination,
cancellation, rescission and settlement.


 


3.           Transact business
of any kind regarding the Mortgage Loans.


 


4.          Obtain an interest
in the Mortgage Loans, Mortgaged Properties and/or buildings thereon, as the Trustee’s act and deed, to contract for, purchase,
receive and take possession and evidence of title in and to the property and/or to secure payment of a promissory note or performance
of any obligation or agreement.


 


5.          Execute, complete,
indorse or file bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments regarding the Borrowers,
the Mortgage Loans and/or the Mortgaged Properties, including but not limited to the execution of estoppel certificates, financing
statements, continuation statements, releases, satisfactions, assignments, loan modification agreements, payment plans, waivers,
consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements, property adjustment agreements,
management agreements, listing agreements, purchase and sale agreements, non-disturbance and attornment agreements, leasing agreements
and other instruments pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated instruments, if any, conveying
the Mortgaged Properties, in the interest of the Trustee.


 


6.          Endorse on behalf
of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned and draw upon, replace,
substitute, release or amend letters of credit as Property securing the Mortgage Loans.


 


7.          Such other actions
and file such other instruments and certifications as are reasonably necessary to complete or accomplish the Master Servicer’s
duties and responsibilities under the Pooling and Servicing Agreement.


 


The undersigned gives
said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned
might or could do as of [date].


 


This appointment is to
be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is
not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 



    	AA-1-2



    	 



    

 


The Master Servicer hereby
agrees to indemnify and hold U.S. Bank National Association, as Trustee, and its directors, officers, employees and agents (the
“Indemnified Parties”) 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 (including, without limitation, reasonable
fees and disbursements of counsel incurred by an Indemnified Party in any action or proceeding between the Master Servicer and
the Indemnified Party or between the Indemnified Party and any third party if the Trustee prevails on its indemnification claim)
incurred by reason or result of the negligent use or negligent or willful misuse of this Limited Power of Attorney by the Master
Servicer.


 


This Limited Power of
Attorney may not be assigned by the Master Servicer without the consent of U.S. Bank National Association.


 


This Limited Power of
Attorney is effective as of the date below and shall continue to remain in full force and effect until (a) revoked in writing by
the Trustee, (b) the termination, resignation or removal of the Trustee as trustee of the Trust, or (c) the termination, resignation
or removal of the Master Servicer as master servicer of the Trust.


 


Witness my hand and seal this          day of                         , 2015.





	 	 	 	 	 
	NO CORPORATE SEAL	 	U.S. Bank National Association, as Trustee, for GS Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34
	 	 	 	 	 
	 	 	 	By:	 
	Witness:	 	 	, Vice President      
	 	 	 	 	 
	 	 	 	By:	 
	Witness:	 	 	, Vice President     
	 	 	 	 
	 	 	 	 	 
	Attest: 	, Trust Officer	 	 	 







 



    	AA-1-3



    	 



    

 


CORPORATE ACKNOWLEDGMENT


 


State of Illinois


 


County of Cook


 


On this          day of         , 20[     ], before me, the undersigned, a Notary
Public in and for said County and State, personally appeared          , and          , personally known to me (or proved to me on the basis of satisfactory
evidence) to be the persons who executed the within instrument as Vice President, Vice President and Trust Officer, respectively
of U.S. Bank National Association, a national banking association, and acknowledged to me that such national banking association
executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors.


 


WITNESS my hand and official seal.


 





	Signature: 	 	 




 





	My commission expires:	Document drafted by 
	 	 
	 	U.S. Bank National Association, as Trustee




 



    	AA-1-4



    	 



    

  


EXHIBIT
AA-2



FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER


 



	RECORDING REQUESTED BY:
	{insert address}
	 



SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


U.S.
Bank National Association, a national banking association organized and existing under the laws of the United States
and having an office at 90 S. La Salle Street, MK-IL-SL7C, Chicago, IL 60603, not in its individual capacity but solely as Trustee
(“Trustee”), hereby constitutes and appoints Special Servicer, and in its name, aforesaid Attorney-In-Fact,
by and through any duly appointed officers and employees, to execute and acknowledge in writing or by facsimile stamp all documents
customarily and reasonably necessary and appropriate for the tasks described in the items (1) through (11) below; provided however,
that the documents described below may only be executed and delivered by such Attorneys-In-Fact if such documents are required
or permitted under the terms of the Pooling and Servicing Agreement dated as of October 1, 2015 (the “Pooling and Servicing
Agreement”) between GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master
Servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer (the “Special Servicer”), U.S. Bank National Association, as Certificate Administrator and Trustee,
and Pentalpha Surveillance LLC, as Operating Advisor, on behalf of GS Mortgage Securities Trust 2015-GC34, Commercial Mortgage
Pass-Through Certificates, Series 2015-GC34 (the “Trust”) and no power is granted hereunder to take any action
that would be adverse to the interests of U.S. Bank National Association or the Certificateholders of the Trust.


 


This Limited Power of
Attorney and the rights, powers and authority granted herein are coupled with an interest, and this Limited Power of Attorney is
being issued in connection with Special Servicer’s responsibilities to service certain mortgage loans (the “Mortgage
Loans”) held by the Trustee. The Mortgage Loans are secured by collateral comprised of mortgages or deeds of trust (the
“Mortgages” and “Deeds of Trust” respectively), and other forms of security instruments (collectively
the “Security Instruments”), in each case, encumbering any and all real and personal property delineated therein
(the “Mortgaged Properties”) and the Notes secured thereby. Capitalized terms used but not defined herein shall
have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


1.         Demand, sue for,
recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall become due
and payable) belonging to or claimed by the Trustee, and to use or take any lawful means for recovery by legal process or otherwise,
including but not limited to the substitution of trustee serving under a Deed of Trust, the preparation and issuance of statements
of breach, notices of default, and/or notices of sale, accepting deeds in lieu of foreclosure, evicting (to the extent allowed
by federal, state or local laws) and foreclosing on the properties under the Security Instruments by judicial or non-


 



    	Exhibit AA-2-1



    	 



    

 


judicial foreclosure,
actions for temporary restraining orders, injunctions, appointments of receiver, suits for waste, fraud and any and all other tort,
contractual or other claims of whatever nature, including execution of any evidentiary affidavits or verifications in support thereof,
as may be necessary or advisable in any bankruptcy action, state or federal suit or any other action.


 


2.         Execute and/or
file such documents and take such other action as is proper and necessary to defend the Trustee in litigation and to resolve any
litigation where the Special Servicer has an obligation to defend the Trustee, including but not limited to dismissal, termination,
cancellation, rescission and settlement.


 


3.          Transact business
of any kind regarding the Mortgage Loans.


 


4.          Obtain an interest
in the Mortgage Loans, Mortgaged Properties and/or buildings thereon, as the Trustee’s act and deed, to contract for, purchase,
receive and take possession and evidence of title in and to the property and/or to secure payment of a promissory note or performance
of any obligation or agreement.


 


5.         Execute, complete,
indorse or file bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments regarding the Borrowers,
the Mortgage Loans and/or the Mortgaged Properties, including but not limited to the execution of estoppel certificates, financing
statements, continuation statements, releases, satisfactions, assignments, loan modification agreements, payment plans, waivers,
consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements, property adjustment agreements,
management agreements, listing agreements, purchase and sale agreements, non-disturbance and attornment agreements, leasing agreements
and other instruments pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated instruments, if any, conveying
the Mortgaged Properties, in the interest of the Trustee.


 


6.         Endorse on behalf
of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned and draw upon, replace,
substitute, release or amend letters of credit as Property securing the Mortgage Loans.


 


7.         Execute any document
or perform any act described in items (3), (4), and (5) in connection with the termination of the Trust as necessary to transfer
ownership of the affected Mortgage Loans to the entity (or its designee or assignee) possessing the right to obtain ownership of
the Mortgage Loans.


 


8.          Such other actions
and file such other instruments and certifications as are reasonably necessary to complete or accomplish the Special Servicer’s
duties and responsibilities under the Pooling and Servicing Agreement.


 


9.          Subordinate the
lien of a Mortgage, Deed of Trust, or deed to secure debt (i) for the purpose of refinancing Mortgage Loans, where applicable,
or (ii) to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain, including
but not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required for such purpose,
and the execution or requests to the trustees to accomplish the same.


 



    	Exhibit AA-2-2



    	 



    

 


10.        Convey the Mortgaged
Property to the mortgage insurer, or close the title to the Mortgaged Property to be acquired as real estate owned, or convey title
to real estate owned property (“REO Property”).


 


11.       Execute and deliver
the following documentation with respect to the sale of REO Property acquired through a foreclosure or deed-in-lieu of foreclosure,
including, without limitation: listing agreements; purchase and sale agreements; grant / limited or special warranty / quit claim
deeds or any other deed, but not general warranty deeds, causing the transfer of title of the property to a party contracted to
purchase same; escrow instructions; and any and all documents necessary to effect the transfer of REO Property.


 


The undersigned gives
said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned
might or could do as of [date].


 


This appointment is to
be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is
not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


The Special Servicer
hereby agrees to indemnify and hold U.S. Bank National Association, as Trustee, and its directors, officers, employees and agents
(the “Indemnified Parties”) 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 (including, without limitation,
reasonable fees and disbursements of counsel incurred by an Indemnified Party in any action or proceeding between the Special Servicer
and the Indemnified Party or between the Indemnified Party and any third party if the Trustee prevails on its indemnification claim)
incurred by reason or result of the negligent use or negligent or willful misuse of this Limited Power of Attorney by the Special
Servicer.


 


This Limited Power of
Attorney may not be assigned by the Special Servicer without the consent of U.S. Bank National Association.


 


This Limited Power of
Attorney is effective as of the date below and shall continue to remain in full force and effect until (a) revoked in writing by
the Trustee, (b) the termination, resignation or removal of the Trustee as trustee of the Trust, or (c) the termination, resignation
or removal of the Special Servicer as special servicer of the Trust.


 



    	Exhibit AA-2-3



    	 



    




 


Witness my hand and seal this      day of                         , 2015.





	 	 	 	 	 
	NO CORPORATE SEAL	 	U.S. Bank National Association, as Trustee, for GS Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34
	 	 	 	 	 
	 	 	 	By:	 
	Witness:	 	 	, Vice President      
	 	 	 	 	 
	 	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 	 
	Attest: 	, Trust Officer	 	 	 



 



    	Exhibit AA-2-4



    	 



    




 


CORPORATE ACKNOWLEDGMENT


 


State of Illinois


 


County of Cook


 


On this          day of          , 20[     ], before me, the undersigned, a Notary
Public in and for said County and State, personally appeared          , and          , personally known to me (or proved to me on the basis of satisfactory
evidence) to be the persons who executed the within instrument as Vice President, Vice President and Trust Officer, respectively
of U.S. Bank National Association, a national banking association, and acknowledged to me that such national banking association
executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors.


 


WITNESS my hand and official seal.


 


	Signature: 	 	 





 





	My commission expires:	Document drafted by 
	 	 
	 	U.S. Bank National Association, as Trustee


 




    	Exhibit AA-2-5



    	 



    

 


EXHIBIT
BB



CLASS A-AB SCHEDULED PRINCIPAL BALANCE





	 	 	 	 	 	 	 	 	 
	Distribution

    Date	 	Balance	 	Distribution

    Date	 	Balance
	11/10/2015	 	$65,382,000.00	 	 	11/10/2020	 	$64,389,558.87	 
	12/10/2015	 	$65,382,000.00	 	 	12/10/2020	 	$63,300,824.91	 
	1/10/2016	 	$65,382,000.00	 	 	1/10/2021	 	$62,300,851.43	 
	2/10/2016	 	$65,382,000.00	 	 	2/10/2021	 	$61,296,836.83	 
	3/10/2016	 	$65,382,000.00	 	 	3/10/2021	 	$60,010,494.39	 
	4/10/2016	 	$65,382,000.00	 	 	4/10/2021	 	$58,997,224.86	 
	5/10/2016	 	$65,382,000.00	 	 	5/10/2021	 	$57,887,403.37	 
	6/10/2016	 	$65,382,000.00	 	 	6/10/2021	 	$56,865,554.12	 
	7/10/2016	 	$65,382,000.00	 	 	7/10/2021	 	$55,747,396.08	 
	8/10/2016	 	$65,382,000.00	 	 	8/10/2021	 	$54,716,898.66	 
	9/10/2016	 	$65,382,000.00	 	 	9/10/2021	 	$53,682,236.61	 
	10/10/2016	 	$65,382,000.00	 	 	10/10/2021	 	$52,551,628.91	 
	11/10/2016	 	$65,382,000.00	 	 	11/10/2021	 	$51,508,216.46	 
	12/10/2016	 	$65,382,000.00	 	 	12/10/2021	 	$50,369,106.36	 
	1/10/2017	 	$65,382,000.00	 	 	1/10/2022	 	$49,316,873.69	 
	2/10/2017	 	$65,382,000.00	 	 	2/10/2022	 	$48,260,388.43	 
	3/10/2017	 	$65,382,000.00	 	 	3/10/2022	 	$46,926,461.36	 
	4/10/2017	 	$65,382,000.00	 	 	4/10/2022	 	$45,860,316.28	 
	5/10/2017	 	$65,382,000.00	 	 	5/10/2022	 	$44,699,117.84	 
	6/10/2017	 	$65,382,000.00	 	 	6/10/2022	 	$43,623,971.16	 
	7/10/2017	 	$65,382,000.00	 	 	7/10/2022	 	$42,454,026.25	 
	8/10/2017	 	$65,382,000.00	 	 	8/10/2022	 	$41,369,806.15	 
	9/10/2017	 	$65,382,000.00	 	 	9/10/2022	 	$40,281,204.02	 
	10/10/2017	 	$65,382,000.00	 	 	10/10/2022	 	$39,098,185.00	 
	11/10/2017	 	$65,382,000.00	 	 	11/10/2022	 	$38,000,402.09	 
	12/10/2017	 	$65,382,000.00	 	 	12/10/2022	 	$36,808,462.49	 
	1/10/2018	 	$65,382,000.00	 	 	1/10/2023	 	$35,701,425.54	 
	2/10/2018	 	$65,382,000.00	 	 	2/10/2023	 	$34,589,914.21	 
	3/10/2018	 	$65,382,000.00	 	 	3/10/2023	 	$33,206,085.04	 
	4/10/2018	 	$65,382,000.00	 	 	4/10/2023	 	$32,084,489.25	 
	5/10/2018	 	$65,382,000.00	 	 	5/10/2023	 	$30,869,411.67	 
	6/10/2018	 	$65,382,000.00	 	 	6/10/2023	 	$29,738,371.84	 
	7/10/2018	 	$65,382,000.00	 	 	7/10/2023	 	$28,514,117.87	 
	8/10/2018	 	$65,382,000.00	 	 	8/10/2023	 	$27,373,558.63	 
	9/10/2018	 	$65,382,000.00	 	 	9/10/2023	 	$26,228,389.35	 
	10/10/2018	 	$65,382,000.00	 	 	10/10/2023	 	$24,990,406.38	 
	11/10/2018	 	$65,382,000.00	 	 	11/10/2023	 	$23,835,604.94	 
	12/10/2018	 	$65,382,000.00	 	 	12/10/2023	 	$22,588,262.81	 
	1/10/2019	 	$65,382,000.00	 	 	1/10/2024	 	$21,423,752.35	 
	2/10/2019	 	$65,382,000.00	 	 	2/10/2024	 	$20,254,534.92	 
	3/10/2019	 	$65,382,000.00	 	 	3/10/2024	 	$18,905,779.26	 
	4/10/2019	 	$65,382,000.00	 	 	4/10/2024	 	$17,726,384.89	 
	5/10/2019	 	$65,382,000.00	 	 	5/10/2024	 	$16,455,146.82	 
	6/10/2019	 	$65,382,000.00	 	 	6/10/2024	 	$15,265,847.19	 
	7/10/2019	 	$65,382,000.00	 	 	7/10/2024	 	$13,984,984.58	 
	8/10/2019	 	$65,382,000.00	 	 	8/10/2024	 	$12,785,700.63	 
	9/10/2019	 	$65,382,000.00	 	 	9/10/2024	 	$11,581,568.97	 
	10/10/2019	 	$65,382,000.00	 	 	10/10/2024	 	$10,286,294.69	 
	11/10/2019	 	$65,382,000.00	 	 	11/10/2024	 	$9,072,060.35	 
	12/10/2019	 	$65,382,000.00	 	 	12/10/2024	 	$7,766,969.72	 
	1/10/2020	 	$65,382,000.00	 	 	1/10/2025	 	$6,542,552.08	 
	2/10/2020	 	$65,382,000.00	 	 	2/10/2025	 	$5,313,184.99	 
	3/10/2020	 	$65,382,000.00	 	 	3/10/2025	 	$3,822,474.62	 
	4/10/2020	 	$65,382,000.00	 	 	4/10/2025	 	$2,582,113.49	 
	5/10/2020	 	$65,382,000.00	 	 	5/10/2025	 	$1,251,636.53	 
	6/10/2020	 	$65,382,000.00	 	 	6/10/2025	 	$883.62	 
	7/10/2020	 	$65,382,000.00	 	 	7/10/2025 and	 	$0.00	 
	8/10/2020	 	$65,382,000.00	 	 	thereafter	 	 	 
	9/10/2020	 	$65,382,000.00	 	 	 	 	 	 
	10/10/2020	 	$65,381,125.78	 	 	 	 	 	 







 




    	Exhibit BB-1



    	 



    

 


EXHIBIT CC-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


 


		Re:	       GS Mortgage Securities Trust 2015-GC34, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC34



 


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 Pooling and Servicing Agreement,
dated as of October 1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities
Corporation II, as Depositor, U.S. Bank National Association, as Certificate Administrator and Trustee, Pentalpha Surveillance
LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Master Servicer and Midland Loan Services, a Division of
PNC Bank, National Association, as Special Servicer. All capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants
to you, as Depositor, that:


 


1.          The Transferor
is the lawful owner of the right to receive the Excess Servicing Fees (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
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.


 



    	Exhibit CC-1-1



    	 



    




 





	 	 	 
	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 




    	Exhibit CC-1-2



    	 



    

 


EXHIBIT CC-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 D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: GSMS 2015-GC34 Asset Manager


 


		Re:	       GS Mortgage Securities Trust 2015-GC34, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC34



 


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 Pooling and Servicing Agreement,
dated as of October 1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities
Corporation II, as Depositor, U.S. Bank National Association, as Certificate Administrator and Trustee, Pentalpha Surveillance
LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Master Servicer and Midland Loan Services, a Division of
PNC Bank, National Association, as Special Servicer. All capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants
to you, as the Depositor and the Master Servicer, that:


 


1.          The Transferee
is acquiring the right to receive Excess Servicing Fees (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, Certificate Administrator or the
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


 



    	Exhibit CC-2-1



    	 



    

 


substantially in the form attached
as Exhibit CC-1 to the Pooling and Servicing Agreement, and (B) each of Wells Fargo Bank, National Association and the Depositor
have received a certificate from the prospective transferee substantially in the form attached as Exhibit CC-2 to the Pooling 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 3.12 of the Pooling 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 Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing
of the Mortgage Loans, 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.


 


7.          The Transferee
agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling 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


 



    	Exhibit CC-2-2



    	 



    

 


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 (collectively, “Representatives”) not to disclose such information, in any manner whatsoever,
in whole or in part, to any other Person other than the Transferee’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 Person or has become generally available to the public other than as a result of disclosure
by such Person; provided, however, that the Transferee or any of its Representatives 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 other 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 other 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 Pooling and Servicing
Agreement except as set forth in Section 3.12 of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate may
be reduced to the extent provided in the Pooling and Servicing Agreement.


	 	 	 
	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title


 




    	Exhibit CC-2-3



    	 



    

 


EXHIBIT DD


 


FORM OF NOTICE AND CERTIFICATION REGARDING
DEFEASANCE OF MORTGAGE LOAN


 


		To:	Moody’s Investors Service, Inc.

7 World Trade Center

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

Fax number: (212) 553-0300



 


			Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Fax number: (646) 731-2395



 


			Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: US CMBS Surveillance

Fax number: (212) 635-0295



 


		From:	Wells Fargo Bank, National Association, in
its capacity as Master Servicer (the “Master Servicer”) under the Pooling and Servicing Agreement dated as of
October 1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation
II, as Depositor, U.S. Bank National Association, as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating
Advisor, Wells Fargo Bank, National Association, as Master Servicer and Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer.



 


		Date:	____________, 20___



 


		Re:	____________ Commercial Mortgage Pass-Through Certificates, Series 2015-GC34 Mortgage Loan (the “Mortgage
Loan”) heretofore secured by real property known as ____________.



 


Capitalized terms used
but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement.


 


THE STATEMENTS SET
FORTH BELOW ARE MADE (A) TO THE BEST KNOWLEDGE OF THE UNDERSIGNED BASED UPON DUE DILIGENCE CONSISTENT WITH THE SERVICING STANDARD
SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (THE “SERVICING STANDARD”), AND (B) WITHOUT INTENDING TO WARRANT THE
ACCURACY THEREOF OR UNDERTAKE ANY DUTY OR STANDARD OF CARE GREATER THAN THE DUTIES


 



    	Exhibit DD-1



    	 



    

 


OF SERVICER UNDER THE POOLING AND SERVICING
AGREEMENT AND THE SERVICING STANDARD.


 


We hereby notify you
and confirm that each of the following is true, subject to those exceptions, if any, set forth on Exhibit A hereto, which exceptions
the Master Servicer has determined, consistent with the Servicing Standard, will have no material adverse effect on the Mortgage
Loan or the defeasance transaction:


 


1.          The Mortgagor has
consummated a defeasance of the Mortgage Loan of the type checked below:**


 


____ a full defeasance
of the entire outstanding principal balance ($____________) of the Mortgage Loan; or


 


____ a partial
defeasance of a portion ($____________) of the Mortgage Loan that represents ___% of the entire principal balance of the Mortgage
Loan ($____________).


 


2.          The defeasance
was consummated on ____________, 20__.


 


3.          The defeasance
was completed in all material respects in accordance with the conditions for defeasance specified in the Loan Documents and in
accordance with the Servicing Standard.


 


[Include the following if
there is pari passu or AB debt:


 


4.          In accordance with
the Loan Documents, the defeasance occurred such that:


 


____ Promissory
Notes A and B were defeased simultaneously in their entirety; or


 


____ Promissory
Note B was paid off in full.]


 


5.          To the knowledge
of the Master Servicer any other debt related to the Mortgage Loan (including mezzanine debt, senior secured debt, pari passu debt
or subordinate secured debt was either paid off in full or defeased. Such debt consists of the following: [Describe debt and holder
of the debt and if it was paid off or defeased].


 


6.          The defeasance
collateral consists only of one or more of the following: (i) direct debt obligations of the U.S. Treasury, (ii) direct debt obligations
of the Federal National Mortgage Association, (iii) direct debt obligations of the Federal Home Loan Mortgage Corporation, (iv)
interest-only direct debt obligations of the Resolution Funding Corporation, (v) consolidated debt obligations of the Federal Home
Loan Bank or (vi) securities covered by the Federal Deposit Insurance Corporation’s (the “FDIC”) Temporary
Liquidity Guarantee Program (“TLGP”). Based upon a written report from an independent certified accountant,
such defeasance collateral consists of securities that (i) if they include a principal obligation, the principal due at maturity
cannot vary or change, (ii) provide for interest at a fixed rate and (iii)


 



    	Exhibit DD-2



    	 



    

 


are not callable prior to their respective maturity
dates. In addition, if the defeasance collateral contains any TLGP securities, then:


 


		·	Such securities are eligible under TLGP;



 


		·	The master servicer (and the trustee, if it serves as the back-up advancing agent for the transaction)
has waived its right to (i) collect interest on advances made on behalf of the borrower holding TLGP securities, and (ii) collect
for expenses incurred in making demand on the FDIC;



 


		·	If the TLGP debt is to be used to satisfy a balloon payment, a reserve conforming to the criteria
for eligible accounts was funded with a minimum of 90 days interest on the defeasance collateral to cover potential delays in receipt
of the balloon payment;



 


		·	The TLGP securities mature before June 30, 2012; and



 


		·	The master servicer’s error and omissions insurance policy covers losses to the CMBS trust
caused by the master servicer’s failure to make timely demand on the FDIC’s guarantee.



 


7.          After the defeasance,
the defeasance collateral will be owned by an entity (the “Defeasance Obligor”) that: (i) is the original Mortgagor,
(ii) is a Single-Purpose Entity (as described in S&P’s criteria), (iii) is subject to restrictions in its organizational
documents substantially similar to those contained in the organizational documents of the original Mortgagor with respect to bankruptcy
remoteness and single purpose, (iv) has been designated as the Defeasance Obligor by the originator of the Mortgage Loan pursuant
to the terms of the Loan Documents, or (v) has previously received confirmation from Standard & Poor’s that the organizational
documents of such Defeasance Obligor conform with applicable Standard & Poor’s criteria. The Defeasance Obligor owns
no assets other than defeasance collateral and (only in the case of the original Mortgagor) real property securing one or more
Mortgage Loans included in the pool under the Pooling and Servicing Agreement (the “Pool”).


 


8.          If such Defeasance
Obligor (together with its affiliates) holds more than one defeased loan, it does not (together with its affiliates) hold defeased
loans aggregating more than $35 Million or more than five percent (5%) of the aggregate certificate balance of the Certificates,
as of the date of the most recent Paying Agent’s Monthly Certificateholder Report received by the Master Servicer (the “Current
Report”), except to the extent the Defeasance Obligor is of the type specified in paragraph 7(v) above or the original
Loan Documents do not limit the amount of defeased loans that it may hold.


 


9.          The defeasance
documents require that the defeasance collateral be credited to an eligible account (as defined in S&P’s criteria) that
must be maintained as a securities account by a securities intermediary that is at all times an Eligible Institution (as defined
in S&P’s criteria). The securities intermediary may reinvest proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing defeasance).


 



    	Exhibit DD-3



    	 



    

 


10.          The securities
intermediary is obligated to pay from the proceeds of the defeasance collateral, directly to the Master Servicer’s collection
account, all scheduled payments on the Mortgage Loan or, in a partial defeasance, the portion of such scheduled payments attributed
to the allocated loan amount for the real property defeased including any defeasance premiums set forth in the loan documents (the
“Scheduled Payments”).


 


11.          The Master Servicer
received written confirmation from an independent certified public accountant stating that (i) revenues from the defeasance collateral
(without taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled
Payments including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a partial defeasance)
on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) except as otherwise disclosed in
the written report from an independent certified public accountant, [and disclosed below,] the revenues received in any month from
the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the date of receipt, (iii) the
defeasance collateral is not callable prior to their respective maturity dates, and (iv) interest income from the defeasance collateral
to the Defeasance Obligor in any tax year will not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan
(or the allocated portion thereof in a partial defeasance) for such year, other than in the year in which the Maturity Date or
Anticipated Repayment Date will occur, when interest income will exceed interest expense.


 


12.          The Master Servicer
received opinions of counsel that, subject to customary qualifications, (i) the defeasance will not cause the Trust to fail to
qualify as a REMIC for purpose of the Internal Revenue Code, (ii) the agreements executed by the Mortgagor and the Defeasance Obligor
in connection with the defeasance are enforceable against them in accordance with their terms, [and] (iii) the Trustee will have
a perfected, first priority security interest in the defeasance collateral.


 


13.          The agreements
executed in connection with the defeasance (i) prohibit subordinate liens against the defeasance collateral, (ii) provide for payment
from sources other than the defeasance collateral of all fees and expenses of the securities intermediary for administering the
defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance Obligor, (iii) permit
release of surplus defeasance collateral and earnings on reinvestment to the Defeasance Obligor only after the Mortgage Loan has
been paid in full, (iv) include representations and/or covenants of the Mortgagor and/or securities intermediary substantially
as set forth on Exhibit B hereto, (v) provide for survival of such representations; and (vi) do not permit waiver of such representations
and covenants.


 


14.          The outstanding
principal balance of the Mortgage Loan immediately before the defeasance was less than $35,000,000 and less than 5% of the aggregate
certificate balance of the Certificates as of the date of the Current Report. The Mortgage Loan is not one of the ten (10) largest
loans in the Pool as of the date of the Current Report.


 


15.          Copies of all
material agreements, instruments, organizational documents, opinions of counsel, accountant’s report and other items delivered
in connection with the defeasance will be provided to you upon request.


 



    	Exhibit DD-4



    	 



    

 


16.          The individual
executing this notice is an authorized officer or a servicing officer of the Master Servicer.


 


IN WITNESS WHEREOF,
the Master Servicer has caused this notice to be executed as of the date captioned above.





	 	 	 
	 	[MASTER SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	Exhibit DD-5



    	 



    

 


EXHIBIT A


 


Exceptions


 



    	Exhibit DD-6



    	 



    

 




EXHIBIT B


 


Sample Perfected Security
Interest Representations


 


General:


 


1.         [The defeasance
agreements] create a valid and continuing security interest (as defined in the applicable UCC) in the [Collateral, Securities Account
and Deposit Account] in favor of the [Secured Party], which security interest is prior to all other [Liens], and is enforceable
as such as against creditors of and purchasers from [Debtor].


 


Note that “Collateral”
means securities, permitted investments and other assets credited to securities accounts.


 


1.         The [Deposit Account]
constitutes a “deposit account” within the meaning of the applicable UCC.


 


2.         All of the [Collateral]
has been and will have been credited to a [Securities Account]. The securities intermediary for the [Securities Account] has agreed
to treat all assets credited to the [Securities Account] as “financial assets” within the meaning of the UCC.


 


Creation:


 


1.         The Defeasance
Account Agreement provides that the Pledgee shall have “control” (as defined in the applicable UCC).


 


2.         [Debtor] has received
all consents and approvals required by the terms of the [Collateral] to the transfer to the [Secured Party] of its interest and
rights in the [Collateral] hereunder.


 


Perfection:


 


1.         [Debtor] has caused
or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the security interest granted in the [Collateral, Securities
Account and Deposit Account] to the [Secured Party] hereunder.


 


2.         [Debtor] has delivered
to [Secured Party] a fully executed agreement pursuant to which the securities intermediary or the account bank has agreed to comply
with all instructions originated by the [Secured Party] relating to the [Securities Account] or directing disposition of the funds
in the [Deposit Account] without further consent by the [Debtor].


 


3.         [Debtor] has taken
all steps necessary to cause the securities intermediary to identify in its records the [Secured Party] as the person having a
security entitlement against the securities intermediary in the [Securities Account].


 


4.         To the extent a
Deposit Account exists, [Debtor] has taken all steps necessary to cause [Secured Party] to become the account holder of the [Deposit
Account].


 



    	Exhibit DD-7



    	 



    

 


Priority:


 


1.         Other than the
security interest granted to the [Secured Party] pursuant to this Agreement, [Debtor] has not pledged, assigned, sold, granted
a security interest in, or otherwise conveyed any of the [Collateral, Securities Account and Deposit Account]. [Debtor] has not
authorized the filing of and is not aware of any financing statements against [Debtor] that include a description of collateral
covering the [Collateral, Securities Account and Deposit Account] other than any financing statement relating to the security interest
granted to the [Secured Party] hereunder or that has been terminated. Debtor is not aware of any judgment or tax lien filings against
[Debtor].


 


2.         The [Securities
Account and Deposit Account] are not in the name of any person other than the [Debtor] or the [Secured Party]. The [Debtor] has
not consented to the securities intermediary of any [Securities Account] or the account bank of any [Deposit Account] to comply
with entitlement orders or instructions of any person other than the [Secured Party].


 




    	Exhibit DD-8



    	 



    

 


EXHIBIT EE


 


FORM OF NOTICE OF EXCHANGE OF THE EXCHANGEABLE
CERTIFICATES


 


[Date]


 


[Certificateholder Letterhead]


 


U.S. Bank National Association


190 South LaSalle Street,
7th Floor, Mail Code: MK-IL-SL7C


Chicago, Illinois 60603


Attention: GSMS 2015-GC34


 


U.S. Bank National Association


111 Fillmore Avenue


St. Paul, Minnesota 55107


Attention: Bondholder Services – GSMS 2015-GC34


 


		Re:	GS Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through
Certificates, Series 2015-GC34



 


Ladies and Gentlemen:


 


Pursuant
to the terms of the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank National Association, as Certificate Administrator
and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Master Servicer and Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, and executed in connection with the above referenced
transaction, we hereby (i) certify that as of the date above, the undersigned is the beneficial owner of the Exchangeable Certificates
described on the attached Schedule I, is duly authorized to deliver this notice to the Certificate Administrator and that such
power has not been granted or assigned to any other Person and the Certificate Administrator may conclusively rely upon this notice
and (ii) give notice of our intent to present and surrender the Exchangeable Certificates specified on Schedule I attached hereto
and all of our right, title and interest in and to such Exchangeable Certificates, including all payments of interest thereon received
after [_____________], in exchange for the corresponding Exchangeable Certificates specified on Schedule I attached hereto. We
propose an Exchange Date of [______].


 


We agree that upon such exchange, our interests
in the portions of the Exchangeable Certificates surrendered in exchange shall be reduced and our interest in the portion of the
Exchangeable Certificate received in such exchange shall be increased.


 


[[If Applicable] Our Depository participant
number is [________].]


 



    	Exhibit EE-1



    	 



    

 


Capitalized terms used in this notice but
not defined herein have the meanings assigned to them in the Pooling and Servicing Agreement.


 


Sincerely,


 


[_____________]





	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 







 


[Medallion Stamp Guarantee]


 




    	Exhibit EE-2



    	 



    

 


EXHIBIT FF


 


FORM OF NOTICE REGARDING

NON-SERVICED MORTGAGE LOAN


 


[Date]


	[Other Trustee]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]	 	[Other Certificate Administrator]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]
	[Other Master Servicer]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]	 	[Other Special Servicer]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]
	[Other Operating Advisor]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]	 	 


 


		Re:	       [Other Securitization Trust]



 


Ladies and Gentlemen:


 


Reference is hereby
made to the Pooling and Servicing Agreement, dated as of [_____] (the “Other Pooling and Servicing Agreement”),
by and among [_____], as Depositor, [_____], as Certificate Administrator and as Trustee, [_____], as Operating Advisor, [_____],
as Master Servicer, and [_____], as Special Servicer. Capitalized terms used but not defined herein shall have the meanings given
to them (or an analogous term) in the Other Pooling and Servicing Agreement.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “GC34
PSA”), by and among GS Mortgage Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as master
servicer (the “GC34 Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association,
as special servicer (the “GC34 Special Servicer”), Pentalpha Surveillance LLC, as operating advisor, U.S. Bank
National Association, as certificate administrator (the “GC34 Certificate Administrator”) and as trustee (the
“GC34 Trustee”), pursuant to which the GS Mortgage Securities Trust 2015-GC34 (the “GC34 Trust”)
was established and the [Illinois Center][Hammons Hotel Portfolio][Hyatt Place Texas Portfolio] Companion Loan was transferred
to the GC34 Trust as of October 23, 2015 (the “Closing Date”).


 



    	Exhibit FF-1



    	 



    

 


The undersigned hereby
notifies you that, as of the Closing Date:


 


1.         U.S.
Bank National Association, as trustee under the GC34 PSA, is the holder of the [Illinois Center][Hammons Hotel Portfolio][Hyatt
Place Texas Portfolio] Companion Loan.


 


2.         You are directed
to remit to Wells Fargo Bank, National Association, as master servicer under the GC34 PSA, all amounts payable to, and to forward,
deliver or otherwise make available, as the case may be, to Wells Fargo Bank, National Association, as master servicer under the
GC34 PSA, all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise
made available to, the holder of the [Illinois Center][Hammons Hotel Portfolio][Hyatt Place Texas Portfolio] Companion Loan, under
the [Other Pooling and Servicing Agreement], and the [Illinois Center][Hammons Hotel Portfolio][Hyatt Place Texas Portfolio] Companion
Loan Co-Lender Agreement, as applicable.


 


3.          The
contact information for the GC34 Trustee, the GC34 Certificate Administrator, the GC34 Master Servicer, the GC34 Special Servicer,
and the Companion Loan Holder Representative with respect to the [Illinois Center][Hammons Hotel Portfolio][Hyatt Place Texas
Portfolio] Companion Loan are as follows: 


	
         

        GC34 Trustee:

         

         

         
	 	U.S. Bank National Association

190 South LaSalle Street, 7th Floor

Chicago, Illinois 60603

Attn: GSMS 2015-GC34
	GC34 Certificate Administrator:	 	U.S. Bank National Association

190 South LaSalle Street, 7th Floor

Chicago, Illinois 60603

Attn: Bondholder Services GSMS 2015-GC34
	GC34 Master Servicer:	 	
         

        Wells Fargo Bank, National Association

Commercial Mortgage Servicing, MAC D1086

550 South Tryon Street, 14th Floor 

        Charlotte, North Carolina 28202

        Attn: GSMS 2015-GC34 Asset Manager

         

	GC34 Special Servicer:	 	Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attn: Executive Vice President – Division Head
	The [Illinois Center][Hammons Hotel Portfolio][Hyatt Place Texas Portfolio] Companion Loan Holder Representative	 	
         

        KKR Real Estate Finance Holdings
L.P.

9 West 57th Street, Suite 4200

New York, New York 10019

Facsimile number: (212) 750-0003



 



    	Exhibit FF-2



    	 



    

 


4.          The GC34 Trust
is subject to the reporting requirements of the Securities Exchange Act of 1934, as it may be amended from time to time.


 


5.          A copy of an
executed version of the GC34 PSA will be available upon request.





	 	 	 	 
	 	Very truly yours,
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 







 




    	Exhibit FF-3



    	 



    

 


EXHIBIT GG


 


FORM OF NOTICE REGARDING MEZZANINE LOAN
DEFAULT


 


U.S. Bank National Association


190 South LaSalle Street,
7th Floor


Chicago, Illinois 60603


Attention: GSMS 2015-GC34


 


Attention: CMBS – GS Mortgage Securities Trust 2015-GC34,
Commercial Mortgage Pass-Through Certificates, Series 2015-GC34


 


In accordance with
the definition of “Investor Certification” in the Pooling and Servicing Agreement, dated as of October 1, 2015 (the
“Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, U.S. Bank
National Association, as Certificate Administrator and Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank,
National Association, as Master Servicer and Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer,
with respect to the above-referenced certificates, the undersigned hereby notifies you that it has received notice that the following
Mezzanine Lender has accelerated the Mezzanine Loan secured by equity interests in the Mortgagor identified below and/or have commenced
foreclosure proceedings against the related mezzanine collateral:


 


	Mezzanine Lender	Mortgagor Name	Mortgaged Property Name
	[_______]	[_______]	[_______]


 


As set forth in the
Pooling and Servicing Agreement, you are required to 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 Pooling and Servicing Agreement.





	 	 
	 	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION
	 	 
	 	Name:
	 	Title:



 



    	Exhibit GG-1