Exhibit 10.3


 





 


EXECUTION  VERSION


 

PRIMARY SERVICING AGREEMENT


 


GS Mortgage Securities Trust 2015-GS1


 


Commercial Mortgage Pass-Through Certificates


 


Series 2015-GS1


 


Dated as of November 1, 2015


  


By and Between


 


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


 


Master Servicer


 


and


 


BERKELEY POINT CAPITAL LLC


 


Primary Servicer


 





    	 



    	 



    

 


TABLE OF CONTENTS





	 	 	 	 	 	 
	ARTICLE I.
	 	 	 	 	 	 
	DEFINITIONS	 	 	 	1
	 	 	 	 	 
	 	Section 1.01.	 	Defined Terms	 	1
	 	 	 	 	 	 
	ARTICLE II.
	 	 	 	 	 	 
	RETENTION AND AUTHORITY OF PRIMARY SERVICER	 	3
	 	 	 
	 	Section 2.01.	 	Servicing Standard; Commencement of Servicing Responsibilities	 	3
	 	 	 	 	 	 
	 	Section 2.02.	 	Subservicing	 	4
	 	 	 	 	 	 
	 	Section 2.03.	 	Authority of Primary Servicer	 	4
	 	 	 	 	 	 
	 	Section 2.04.	 	Acknowledgement of Parties Re: Element LA Serviced Companion Loans 	 	6
	 	 	 	 	 	 
	ARTICLE III.
	 	 	 	 	 	 
	SERVICES TO BE PERFORMED	 	6
	 	 	 
	 	Section 3.01.	 	Services as Primary Servicer	 	6
	 	 	 	 	 	 
	 	Section 3.02.	 	Portfolio Manager	 	9
	 	 	 	 	 	 
	 	Section 3.03.	 	Maintenance of Errors and Omissions and Fidelity Coverage	 	9
	 	 	 	 	 	 
	 	Section 3.04.	 	Delivery and Possession of Servicing Files	 	10
	 	 	 	 	 	 
	 	Section 3.05.	 	Annual Compliance Statements	 	10
	 	 	 	 	 	 
	 	Section 3.06.	 	Annual Reports on Assessment of Compliance with Servicing Criteria	 	10
	 	 	 	 	 	 
	 	Section 3.07.	 	Annual Independent Public Accountants’ Servicing Report	 	11
	 	 	 	 	 	 
	 	Section 3.08.	 	Sarbanes-Oxley Certification	 	12
	 	 	 	 	 	 
	 	Section 3.09.	 	Delivery of Mortgage Loan Purchase Agreement	 	12
	 	 	 	 	 	 
	ARTICLE IV.
	 	 	 	 	 	 
	PRESERVATION OF THE REMICS	 	12
	 	 	 	 	 	 
	ARTICLE V.
	 	 	 	 	 	 
	PRIMARY SERVICER’S COMPENSATION AND EXPENSES	 	13
	 	 	 
	 	Section 5.01.	 	Primary Servicing Compensation	 	13
	 	 	 	 	 	 
	ARTICLE VI.
	 	 	 	 	 	 
	THE MASTER SERVICER AND THE PRIMARY SERVICER	 	14
	 	 	 
	 	Section 6.01.	 	Primary Servicer Not to Assign; Merger or Consolidation of the Primary Servicer	 	14



 



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	 	Section 6.02.	 	Liability and Indemnification of the Primary Servicer and the Master Servicer	 	14
	 		 		 	
	 	Section 6.03.	 	Representations and Warranties	 	18
	 	 	 	 	 	 
	ARTICLE VII.
	 	 	 	 	 	 
	EVENTS OF DEFAULT; TERMINATION	 	19
	 	 	 
	 	Section 7.01.	 	Primary Servicer Termination Events	 	19
	 	 	 	 	 	 
	 	Section 7.02.	 	Termination of Agreement	 	22
	 	 	 	 	 	 
	ARTICLE VIII.
	 	 	 	 	 	 
	MISCELLANEOUS PROVISIONS	 	24
	 	 	 
	 	Section 8.01.	 	Rating Agency Communications	 	24
	 	 	 	 	 	 
	 	Section 8.02.	 	Amendment	 	25
	 	 	 	 	 	 
	 	Section 8.03.	 	Governing Law; Waiver of Jury Trial; Submission to Jurisdiction	 	25
	 	 	 	 	 	 
	 	Section 8.04.	 	Notices	 	26
	 	 	 	 	 	 
	 	Section 8.05.	 	Consistency with PSA; Severability of Provisions	 	27
	 	 	 	 	 	 
	 	Section 8.06.	 	Inspection and Audit Rights	 	27
	 	 	 	 	 	 
	 	Section 8.07.	 	Protection of Confidential Information	 	27
	 	 	 	 	 	 
	 	Section 8.08.	 	Binding Effect; No Partnership; Counterparts	 	27
	 	 	 	 	 	 
	 	Section 8.09.	 	Third Party Beneficiaries	 	28
	 	 	 	 	 	 
	 	Section 8.10.	 	Article and Section Headings	 	28


 


 



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LIST OF EXHIBITS


  


	Schedule I	Mortgage Loan Schedule



		 	 



	Exhibit “A”	Day One Report



		 	 



	Exhibit “B”	Inspection Reports



		 	 



	Exhibit “C”	Quarterly Reports



		 	 



	Exhibit “D”	Remittance Reports



		 	 



	Exhibit “E”	Form of Mortgagee Clause for Insurance
Policies



 


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THIS PRIMARY SERVICER
AGREEMENT dated as of November 1, 2015 is between Midland Loan Services, a Division of PNC Bank, National Association (together
with its successors and assigns permitted under the PSA, the “Master Servicer” or “Midland”), and Berkeley
Point Capital LLC (together with its successors and permitted assigns hereunder, the “Primary Servicer”).


 


PRELIMINARY STATEMENT


 


Pursuant to the
Pooling and Servicing Agreement (the “PSA”) dated as of November 1, 2015, among GS Mortgage Securities Corporation
II, as Depositor, Midland, as Master Servicer, Wells Fargo Bank, National Association, as Special Servicer and Certificate Administrator,
Situs Holdings, LLC, as Operating Advisor and Wilmington Trust, National Association, as Trustee, with respect to the GS Mortgage
Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates, Series 2015-GS1 (a copy of which has been delivered to
the Primary Servicer), the Master Servicer shall be servicing the Mortgage Loan on behalf of the Trust.


 


The Master Servicer
and the Primary Servicer desire to enter into an agreement whereby the Primary Servicer assumes and agrees to perform certain of
the Master Servicer’s servicing responsibilities with respect to the Mortgage Loan as more specifically set forth herein.


 


AGREEMENTS


 


NOW, THEREFORE,
in consideration of the recitals in the above Preliminary Statement which are made a contractual part hereof, and of the mutual
promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


ARTICLE I.



DEFINITIONS


 


Section 1.01.     Defined
Terms.


 


For purposes of
this Agreement, all capitalized terms not otherwise defined herein shall have the meanings set forth in the PSA, and the following
capitalized terms shall have the respective meanings set forth below.


 


“Accepted
Primary Servicing Practices”: As defined in Section 2.01 hereof.


 


“Additional
Primary Servicing Compensation”: As defined in Section 5.01 hereof.


 


“Agreement”:
This Primary Servicing Agreement, as the same may be amended or modified by the parties from time to time.


 


“CREFC®
Reporting Format”: The CREFC® Investor Reporting Package reporting and data format; provided, however, that if such
format is no longer applicable or in existence,


 



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then such other commercial mortgage servicing industry standard reporting and data
format reasonably approved by the Master Servicer.


 


“Day One
Report”: With respect to the Mortgage Loan, the report setting forth the Monthly Payment for the current month and the
amount of any Unscheduled Payments, Balloon Payments, Principal Prepayments, and prepayment premiums for which the Primary Servicer
has received notice, substantially in the form attached hereto as Exhibit “A”.


 


“Inspection
Reports”: The inspection reports substantially in the form attached hereto as Exhibit “B”.


 


“Losses”:
As defined in Section 6.02(b) hereof.


 


“Master
Servicer”: As defined in the first paragraph of this Agreement.


 


“Mortgage
Loan”: The mortgage loan identified on the Mortgage Loan Schedule, which for the avoidance of doubt includes the Element
LA Companion Loans until the Element LA Companion Loan Securitization Date. At such time as the Mortgage Loan is no longer a Serviced
Whole Loan under the PSA, the Element LA Companion Loans shall cease to be included within the definition of “Mortgage Loan”
under this Agreement and such term shall refer only the Element LA Mortgage Loan.


 


“Mortgage
Loan Schedule”:  The schedule of that certain mortgage loan that is annexed to the Primary Servicer’s signature
page included herewith, which schedule sets forth certain information with respect to the mortgage loan, including, without limitation,
the related Primary Servicing Fee Rate.


 


“Primary
Servicer”: As defined in the first paragraph of this Agreement.


 


“Primary
Servicer Accounts”: The segregated Collection Accounts and the segregated Mortgagor Accounts maintained by the Primary
Servicer hereunder in the name of the Primary Servicer in trust for the Master Servicer on behalf of the Trustee in trust for the
benefit of the Holders and, as applicable, Element LA Companion Loan Holders.


 


“Primary
Servicer Parties”: As defined in Section 6.02(a) hereof.


 


“Primary
Servicer Remittance Date”: With respect to any Determination Date, the Business Day immediately following such Determination
Date.


 


“Primary
Servicer Termination Event”: Any primary servicer termination event as set forth in Section 7.01 hereof.


 


“Primary
Servicing Fee”: With respect to the Mortgage Loan and for any Distribution Date, that portion of the Servicing Fee payable
by the Master Servicer to the Primary Servicer, which shall be an amount per calendar month equal to the product of the Primary
Servicing Fee Rate and the Stated Principal Balance of the Mortgage Loan, as determined on the same basis as for the calculation
of the Servicing Fee under the PSA. For the avoidance of doubt, for periods prior to the Element LA Companion Loan Securitization
Date, the Primary Servicing Fee shall


 



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be payable for the Element LA Mortgage Loan and Element LA Companion Loans, and for periods
from and after the Element LA Companion Loan Securitization Date, the Primary Servicing Fee shall be payable only for the Element
LA Mortgage Loan.


 


“Primary
Servicing Fee Rate”: The per annum rate for the Mortgage Loan as set forth in the related Mortgage Loan Schedule.


 


“Primary
Servicing File”: With respect to the Mortgage Loan, all documents, information and records relating to the Mortgage Loan
that are necessary or appropriate to enable the Primary Servicer to perform its obligations hereunder and any additional documents
or information related thereto maintained or created in any form by the Primary Servicer, including, without limitation, all analysis,
working papers, inspections reports, written communications with any Mortgagor, and all other information collected from or concerning
any Mortgagor or the related Mortgaged Property in the Primary Servicer’s possession.


 


“PSA”:
As defined in the above Preliminary Statement to this Agreement.


 


“Quarterly
Reports”: The quarterly reports and certifications substantially in the form attached hereto as Exhibit “C”.


 


“Remittance
Reports”: The remittance reports substantially in the form attached hereto as Exhibit “D”.


 


“Responsible
Officer”: Any officer or employee of the Primary Servicer or the Master Servicer, as the case may be, involved in or
responsible for the administration, supervision or management of this Agreement and whose name and specimen signature appear on
a list prepared by each party and delivered to the other party, as such list may be amended from time to time by either party.


 


“Special
Servicer Decision”: As defined in the PSA.


 


ARTICLE II.



RETENTION AND AUTHORITY OF PRIMARY SERVICER


 


Section 2.01.     Servicing
Standard; Commencement of Servicing Responsibilities.


 


The Master Servicer
hereby engages the Primary Servicer to perform, and the Primary Servicer hereby agrees to perform, servicing with respect to the
Mortgage Loan throughout the term of this Agreement, upon and subject to the terms, covenants and provisions hereof. The Primary
Servicer shall perform its services hereunder in accordance with (a) applicable laws, (b) the terms and provisions of the Mortgage
Loan, (c) the express terms hereof, the PSA and the Element LA Co-Lender Agreement, (d) subject to Section 2.03(b) hereof, the
reasonable directions and instructions of the Master Servicer (including, without limitation, the forms and report formats reasonably
requested by the Master Servicer) and (e) all requirements pertaining to the performance of such services under the PSA and the
Element LA Co-Lender Agreement ,


 



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including, without limitation, the Servicing Standard. The above-described servicing standards
are herein referred to as “Accepted Primary Servicing Practices.”


 


Section 2.02.     Subservicing.


 


To the extent necessary
for the Primary Servicer to comply with applicable laws, or if otherwise consented to by the Master Servicer, the Primary Servicer
may enter into any subservicing agreement with another subservicer that would permit such subservicer to perform any or all of
the Primary Servicer’s servicing responsibilities under this Agreement. Notwithstanding any subservicing agreement, the Primary
Servicer shall remain obligated and primarily liable to the Master Servicer for the servicing and administering of the Mortgage
Loan in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing
agreement to the same extent and under the same terms and conditions as if the Primary Servicer were servicing the Mortgage Loan
alone. Any such subservicing agreement must be consistent with the provisions of Section 3.01(c) of the PSA.


 


Section 2.03.     Authority
of Primary Servicer.


 


(a)          Except as otherwise
provided herein and subject to the terms of this Agreement, the Element LA Co-Lender Agreement and the Master Servicer’s
limitations of authority as Master Servicer under the PSA, in performing its obligations hereunder, the Primary Servicer shall
have full power and authority to take any and all actions in connection with such obligations that it deems necessary or appropriate;
provided, however, that the Primary Servicer shall not take any of the following actions with respect to the Mortgage Loan without
obtaining the prior written consent of the Master Servicer (which consent may be in the form of an asset business plan approved
in writing by the Master Servicer and shall be subject to the prior approval of the Special Servicer, the Controlling Class Representative
or the Element LA Companion Loan Holder, if so required under the PSA or the Element LA Co-Lender Agreement, which approvals shall
be requested by the Master Servicer and upon receipt of all approvals by Master Servicer, Primary Servicer shall proceed to close
such transactions):


 


(i)          the modification,
waiver or amendment, whether or not material, of or with respect to the Mortgage Loan, including, without limitation, any forgiveness
of principal, any change in the amount or timing of any payment of principal or interest, maturity, extension rights or prepayment
provisions or the substitution, release or addition of any collateral for the Mortgage Loan or relate to any waiver of or granting
of consent under a “due-on-sale” or “due-on-encumbrance” clause;


 


(ii)          the granting
or withholding of consent to any transfer of ownership of a Mortgaged Property or any transfer of any interest of an owner of a
Mortgaged Property and entering into any assumption agreement in connection therewith;


 


(iii)          the
granting or withholding of consent to any request for approval to place subordinate financing on a Mortgaged Property;


 



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(iv)          the determination
of whether or not to release proceeds of condemnation or casualty insurance to the Mortgagor under the Mortgage Loan;


 


(v)           the waiver
of any Penalty Charge or prepayment premium under the Mortgage Loan;


 


(vi)          the waiver
of any late Penalty Charges in connection with any delinquent scheduled payment or Balloon Payment with respect to the Mortgage
Loan;


 


(vii)          any
action to initiate, prosecute and manage foreclosure proceedings and other legal proceedings related thereto in connection with
the Mortgage Loan;


 


(viii)          the
permitting of or modification of the Mortgage Loan to permit a Principal Prepayment of the Mortgage Loan on a date other than its
Due Date;


 


(ix)          any action
requiring the consent of the Master Servicer, the Controlling Class Representative, the Trustee, the Certificate Administrator,
Element LA Companion Loan Holder, or the Special Servicer under the PSA or the Element LA Co-Lender Agreement;


 


(x)          the granting
or withholding consent to any request for defeasance of the Mortgage Loan;


 


(xi)          the granting
of any consent, approval or direction regarding the termination of (a) the related property manager or the designation of any replacement
property manager or (b) with respect to a hospitality property, the franchise or the designation of a new franchise; or


 


(xii)          the
authorizing of any Servicing Transfer Event under PSA Section 3.22(a) and as defined in the definition of Specially Serviced Loan;
provided, however, that if the Primary Servicer determines that a Servicing Transfer Event should occur, the Primary Servicer shall
immediately provide to the Master Servicer notice of such event along with the Primary Servicer’s recommendation and supporting
documentation and further provide to the Master Servicer additional information as the Master Servicer reasonably requests; or


 


(xiii)          any
Major Decision.


 


(b)          Regardless of
whether the consent or approval of the Master Servicer is required pursuant to this Agreement, the Primary Servicer shall take
any action that is directed by the Master Servicer which relates to the Primary Servicer’s obligations under this Agreement;
provided, however, that the Primary Servicer shall not be obligated to take any such action to the extent that the Primary Servicer
determines in its reasonable discretion that such action may cause (i) a violation of applicable laws, court orders or restrictive
covenants with respect to the Mortgage Loan or Mortgaged Property or (ii) a violation of any term or provision of the Mortgage
Loan.


 



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Section 2.04.     Acknowledgement
of Parties Re: Element LA Serviced Companion Loans. The Master Servicer and Primary Servicer acknowledge that (x) prior to
the Element LA Companion Loan Securitization Date, the Primary Servicer is primary servicing the Element LA Note A-1 Companion
Loan and the Element LA Note A-2-2 Companion Loan (as well as the Element LA Mortgage Loan) pursuant to this Agreement and the
Element LA Co-Lender Agreement and (y) from and after the Element LA Companion Loan Securitization Date, the Primary Servicer
shall primary service pursuant to this Agreement only the Element LA Mortgage Loan (with any primary servicing of the Element
LA Companion Loans thereafter being subject to such successive primary servicing arrangements as Primary Servicer may enter into
directly with the master servicer of the Element LA Note A-1 Companion Loan). For periods prior to the Element LA Companion Loan
Securitization Date, Primary Servicer shall provide reasonably requested information and reporting with respect to each of the
Element LA Companion Loans to Master Servicer and/or the Element LA Companion Loan Holders consistent with (and no more expansive
than) the scope of its obligations in respect of the Element LA Mortgage Loan in order to enable Master Servicer to perform its
master servicing obligations respecting the Element LA Whole Loan in accordance with the PSA and Element LA Co-Lender Agreement,
all at no additional cost or charge to Master Servicer.


 


ARTICLE III.



SERVICES TO BE PERFORMED


 


Section 3.01.     Services
as Primary Servicer.


 


With respect to
the Mortgage Loan subject to this Agreement, the Primary Servicer shall, in accordance with Accepted Primary Servicing Practices
and subject to the supervision of the Primary Servicer by the Master Servicer, perform the following servicing activities on behalf
of the Master Servicer:


 


(a)          the Primary
Servicer shall perform the duties and obligations of the Master Servicer as the Master Servicer under PSA Sections 2.01(a) (conveyance
of mortgage loans), 2.01(c) and (d) (mortgage file; letters of credit), 2.03(a) and (c) (repurchase of loans and Section 15Ga-1
reporting), 2.11(d) (REMIC compliance), 3.01 (general servicing), 3.02 (liability when subservicing), 3.03 (collections), 3.04
(taxes, assessments, similar items and escrows), 3.05 (collection account), 3.07 (investment of funds), 3.08 (insurance), 3.09
(due-on sale/encumbrance enforcement) (subject to Section 2.03 hereof), 3.11 (release of files), 3.15 (access), 3.18 (inspections),
3.19 (lock-box accounts and escrow accounts), 3.22 (servicing transfers) 3.24 (modifications, waivers and amendments), 3.25 (additional
obligations), 3.28 (companion loan co-lender matters), 3.31 (acknowledgement regarding companion loan holders), 4.02(b) (reporting,
rent rolls and operating statements), 4.04 (REMIC compliance) and Article X (Exchange Act reporting and Regulation AB compliance);
provided, however, that:


 


(i)          no Primary
Servicer shall have any obligation to make Advances, provided that the Primary Servicer shall promptly notify the Master Servicer
in the event any Advance is required to be made or an expense of the Trust Fund is required to be incurred;


 



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(ii)          Section
5.01 hereof shall control with respect to which fees or charges the Primary Servicer may retain under PSA Sections 3.06 and 3.12;


 


(iii)          PSA
Section 3.07 shall only be applicable with respect to the Primary Servicer Accounts;


 


(iv)          any reports,
certifications and other documentation which are required to be provided by the Master Servicer to the Trustee, the Certificate
Administrator, the Depositor, the Controlling Class Representative, Mortgage Loan Seller or the Special Servicer shall be provided
by the Primary Servicer to the Master Servicer or as otherwise directed by the Master Servicer;


 


(v)          the Primary
Servicer shall not be responsible for the mortgage loan pool-wide reporting, including, without limitation, preparing, signing
and filing with the appropriate Person any reports, statements and information under PSA Section 4.02(a); and


 


(vi)          except
as otherwise provided for in this Agreement and for so long as the Primary Servicer is an affiliate of the applicable Mortgage
Loan Seller, the Primary Servicer shall not be responsible for enforcing the obligations of such Mortgage Loan Seller under Section
6 of the applicable Mortgage Loan Purchase Agreement as provided for in the first paragraph of Section 2.03(g) of the PSA, but
if Primary Servicer is not an affiliate of the applicable Mortgage Loan Seller, then the Primary Servicer shall perform all duties
and obligations required under Section 2.03(g) of the PSA;


 


(b)          the Primary
Servicer shall promptly notify the Master Servicer in writing upon discovery or receipt of notice by the Primary Servicer of the
occurrence of any event that causes, or with notice or the passage of time or both, would cause the Mortgage Loan to become a Specially
Serviced Loan in accordance with the definition of “Specially Serviced Loan” set forth in the PSA;


 


(c)          the Primary
Servicer shall promptly advise the Master Servicer of all material collection and customer service issues and furnish the Master
Servicer with copies of all written communications regarding such issues between the Primary Servicer and any Mortgagor or any
third party in connection with the Primary Servicer’s obligations hereunder;


 


(d)          with respect
to all servicing responsibilities of the Master Servicer under the PSA which are not being performed by the Primary Servicer hereunder,
the Primary Servicer shall reasonably cooperate with the Master Servicer to facilitate the timely performance of such servicing
responsibilities;


 


(e)          on or before
12:00 noon Central Time on each Primary Servicer Remittance Date, the Primary Servicer shall deliver to the Master Servicer the
Remittance Reports which reflect activity with respect to the Mortgage Loan through and including the close of business on the
date which is the Determination Date; and the Primary Servicer shall, to the extent necessary, deliver to the Master Servicer a
follow-up report in similar format which reflects additional


 



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activity with respect to the Mortgage Loan through and including the
date of any follow-up remittance;


 


(f)          on or before
12:00 noon Central Time on each Primary Servicer Remittance Date, the Primary Servicer shall remit to the Master Servicer, pursuant
to wiring instructions from the Master Servicer, all amounts on deposit in the Collection Account maintained by the Primary Servicer
as of the close of business on the date which is one (1) Business Day prior to such Primary Servicer Remittance Date; and the Primary
Servicer shall remit to the Master Servicer within one (1) Business Day after receipt, any payments received by the Primary Servicer
after such initial remittance; and each of the foregoing remittances of funds may be net of any Primary Servicing Fees due and
payable to the Primary Servicer as payments in the nature of Additional Primary Servicing Compensation;


 


(g)          the Primary
Servicer shall remit to the Master Servicer, pursuant to wiring instructions from the Master Servicer, any whole or partial Balloon
Payments, Unscheduled Payments, Principal Prepayments, or any prepayment premium and any interest thereon within one (1) Business
Day after receipt; and on the date of such remittance, the Primary Servicer shall deliver to the Master Servicer the Remittance
Reports relating to such remittance;


 


(h)          on a quarterly
and annual basis each year, the Primary Servicer shall prepare and deliver to the Master Servicer on or before the date that is
fifteen (15) days after the end of the respective quarter, the Quarterly Reports;


 


(i)          on a quarterly
and annual basis each year, the Primary Servicer shall determine and analyze financial ratios and perform other financial analysis
required under the CREFC® Reporting Format and on or before the date that is thirty (30) days after receipt of the related
financial statements, prepare and deliver to the Master Servicer a report summarizing such analysis based upon the property operating
statements with respect to the related Mortgaged Property and the financial statements of the related Mortgagor and each related
guarantor collected by the Primary Servicer pursuant to PSA Section 4.02(b), which report shall be provided in electronic format
and shall be substantially in the form of the CREFC® Financial File included in the CREFC® Reporting Format (or in such
other reporting format as reasonably requested by the Master Servicer);


 


(j)          the Primary
Servicer shall prepare and deliver to the Master Servicer within thirty (30) days of any property inspection, the Inspection Reports
summarizing the results of any property inspections performed by the Primary Servicer pursuant to PSA Section 3.18(a);


 


(k)          the Primary
Servicer shall prepare and deliver to the Master Servicer the Day One Report on the first Business Day of each calendar month;


 


(l)           if it discovers
or receives notice of any Document Defect or Breach, the Primary Servicer shall promptly notify the Master Servicer in writing
of such document Defect or Breach;


 


(m)          the Primary
Servicer shall provide the Master Servicer with such reports and other information (in the Primary Servicer’s possession
or to the extent readily obtainable and as reasonably requested by the Master Servicer) with respect to the servicing of the Mortgage
Loan


 



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by the Primary Servicer hereunder in order for the Master Servicer to perform its duties under the PSA;


 


(n)          the Primary
Servicer shall notify the Master Servicer in writing within five (5) Business Days after the Primary Servicer discovers or receives
notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, Repurchase Request
Withdrawal, Repurchase or Repurchase Request Rejection; and the Primary Servicer shall promptly provide to the Master Servicer
a copy of any written Repurchase Communication of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase
Request Rejection received by the Primary Servicer; and


 


(o)          with respect
to letters of credit, if any, as the Master Servicer is required to hold original letters of credit under the PSA, the Primary
Servicer shall hold such original letters of credit if the Primary Servicer has (i) a vault or other adequate safety procedures
in place satisfactory to the Master Servicer, in its sole discretion, or (ii) outsourced such responsibility to a third party vendor,
which vendor shall be satisfactory to the Master Servicer, who has a vault or other adequate safety procedures in place satisfactory
to the Master Servicer, in its sole discretion.


 


Section 3.02.     Portfolio
Manager.


 


(a)          The Primary
Servicer shall designate a portfolio manager and other appropriate personnel to receive documents and communications from the Master
Servicer and to provide assistance to the Master Servicer consistent with the Master Servicer’s supervisory authority over
the Primary Servicer hereunder.


 


(b)          The Master Servicer
shall designate a portfolio manager and other appropriate personnel to receive documents and communications from the Primary Servicer
and to provide to the Primary Servicer information, materials and correspondence relating to the Mortgage Loan and the related
Mortgagors which may be necessary or appropriate to enable the Primary Servicer to perform its obligations hereunder.


 


Section 3.03.     Maintenance
of Errors and Omissions and Fidelity Coverage.


 


(a)          The mortgagee
clause to be used in maintaining any property-level insurance required under Section 3.08 of the PSA shall be as set forth in Exhibit
E hereto, which may be amended from time-to-time by the Master Servicer.


 


(b)          The Primary
Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement,
a fidelity bond and an errors and omissions insurance policy covering the Primary Servicer’s officers and employees acting
on behalf of the Primary Servicer in connection with its activities under this Agreement in form and amount which satisfies the
fidelity bond and errors and omissions insurance policy requirements under PSA Section 3.08(c). The Primary Servicer shall cause
to be delivered to the Master Servicer from time to time upon the Master Servicer’s request a certificate of insurance or
other evidence of such bond and insurance. The Primary Servicer shall promptly notify or cause its


 



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insurer to notify the Master
Servicer of any material change to such fidelity bond or errors and omissions insurance.


 


Section 3.04.     Delivery
and Possession of Servicing Files.


 


The Primary Servicer
hereby acknowledges receipt of the Primary Servicing Files. The contents of each Primary Servicing File delivered to the Primary
Servicer are and shall be held in trust by the Primary Servicer for the benefit of the Trust Fund as the owner thereof; the Primary
Servicer’s possession of the contents of the Primary Servicing File so delivered is for the sole purpose of servicing the
related Mortgage Loan; and such possession by the Primary Servicer shall be in a custodial capacity only. The Primary Servicer
shall release its custody of the contents of the Primary Servicing File only in accordance with written instructions from the Master
Servicer, and upon request of the Master Servicer, the Primary Servicer shall deliver to the Master Servicer the Primary Servicing
File or a copy of any document contained therein.


 


Section 3.05.     Annual
Compliance Statements.


 


(a)          The Primary
Servicer shall, on or before March 5th (with a grace period to March 10th) of each year, commencing in March
2016, deliver to the Master Servicer an Officer’s Certificate stating, as to the signer thereof, that (i) a review of
such Primary Servicer’s activities during the preceding calendar year or portion thereof and of such Primary Servicer’s
performance under this Agreement has been made under such officer’s supervision and (ii) to the best of such officer’s
knowledge, based on such review, such Primary Servicer has fulfilled all its obligations under this Agreement in all material respects
throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect,
specifying each such failure known to such officer and the nature and status thereof. Such Officer’s Certificate shall be
provided in EDGAR compatible format, or in such other format agreed upon by the Master Servicer and Primary Servicer. Primary Servicer
shall cooperate with the Master Servicer and/or the Depositor if either party consults with the Primary Servicer as to the nature
of any failures by the Primary Servicer with respect to the Mortgage Loan in the fulfillment of any of the Primary Servicer’s
obligations hereunder. In any year that the Primary Servicer has received written confirmation from the Depositor or the Master
Servicer that a report on Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year, the Primary
Servicer shall not be required to deliver such statement until April 1 of such year.


 


(b)          In the event
the Primary Servicer is terminated or resigns pursuant to the terms of this Agreement, Primary Servicer shall provide an annual
statement of compliance pursuant to this Section 3.05 with respect to the period of time that Primary Servicer was subject
to this Agreement.


 


Section 3.06.     Annual
Reports on Assessment of Compliance with Servicing Criteria.


 


(a)          On or before
March 5th (with a grace period to March 10th) of each year, commencing in March 2016, the Primary Servicer,
at its own expense, shall furnish to the Master Servicer a report on an assessment of compliance with the Servicing Criteria applicable
to it that contains (A) a statement by Primary Servicer of its responsibility for assessing compliance with


 



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the Relevant Servicing
Criteria, (B) a statement that Primary Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant
Servicing Criteria, (C) such Primary 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 Form 10-K, 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 Primary Servicer’s assessment of compliance
with the Relevant Servicing Criteria as of and for such period. Such report shall be provided in EDGAR compatible format, or in
such other format agreed upon by the Master Servicer and Primary Servicer.


 


(b)          Each such report
shall be addressed to the Master Servicer and signed by an authorized officer of Primary Servicer, and shall address the Relevant
Servicing Criteria set forth in Section 10.08 of and Exhibit O to the PSA. Primary Servicer shall cooperate with the Master Servicer
and/or the Depositor if either party consults with the Primary Servicer as to the nature of any material instance of noncompliance
with the Relevant Servicing Criteria.


 


(c)          In any year
that the Primary Servicer has received written confirmation from the Depositor or the Master Servicer that a report on Form 10-K
is not required to be filed in respect of the Trust for the preceding calendar year, the Primary Servicer shall not be required
to deliver such assessments until April 1 of such year.


 


(d)          Primary Servicer
hereby acknowledges and agrees that the Relevant Servicing Criteria set forth in Section 10.08 of and Exhibit O to the PSA is appropriately
set forth with respect to Primary Servicer.


 


(e)          In the event
the Primary Servicer is terminated or resigns pursuant to the terms of this Agreement, Primary Servicer shall provide an annual
assessment of compliance pursuant to this Section 3.06, coupled with an attestation as required in Section 3.07 with
respect to the period of time that Primary Servicer was subject to this Agreement.


 


Section 3.07.     Annual
Independent Public Accountants’ Servicing Report.


 


(a)          On or before
March 5th (with a grace period to March 10th) of each year, commencing in March 2016, the Primary Servicer
shall, at its own expense, cause a registered public accounting firm and that is a member of the American Institute of Certified
Public Accountants to furnish a report to the Master Servicer to the effect that (i) it has obtained a representation regarding
certain matters from the management of Primary Servicer, which includes an assertion that Primary Servicer has complied with the
Relevant Servicing Criteria applicable to it and (ii) on the basis of an examination conducted by such firm in accordance
with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing
an opinion as to whether Primary Servicer’s compliance with the Relevant Servicing Criteria was fairly stated in all material
respects, or it is not expressing an overall opinion regarding Primary 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


 



    	 	11 	 



     


    

 


1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available
for general use and not contain restricted use language. Such report shall be provided in EDGAR compatible format, or in such other
format agreed upon by the Master Servicer and Primary Servicer.


 


(b)          Primary Servicer
shall cooperate with the Master Servicer and/or the Depositor if either party consults with the Primary Servicer as to the nature
of any defaults by Primary Servicer in the fulfillment of Primary Servicer’s obligations hereunder.


 


(c)          In any year
that the Primary Servicer has received written confirmation from the Depositor or the Master Servicer that a report on Form 10-K
is not required to be filed in respect of the Trust for the preceding calendar year, the Primary Servicer shall not be required
to deliver such report until April 1 of such year.


 


Section 3.08.     Sarbanes-Oxley
Certification.


 


(a)          On or before
March 5th (with a grace period to March 10th) of each year commencing in March 2016, the Primary Servicer
shall provide to the Master Servicer (for delivery to the Certifying Person), a performance certification in the form attached
as Exhibit Y-2 to the PSA, on which the Master Servicer, the Certifying Person, the entity for which the Certifying Person acts
as an officer (if the Certifying Person is an individual), and each entity’s officers, directors and Affiliates (collectively
the Certification Parties) can reasonably rely. In the event the Primary Servicer is terminated or resigns pursuant to the terms
of this Agreement, the Primary Servicer shall provide a certification to the Master Servicer for delivery to the Certifying Person
pursuant to this Section 3.08 with respect to the period of time it was subject to this Agreement. Each such performance certification
shall be provided in EDGAR compatible format, or in such other format agreed upon by the Master Servicer and the Primary Servicer.


 


(b)          Notwithstanding
anything to the contrary contained in this Section 3.08, with respect to each year in which the Trust is not subject to the reporting
requirements of the Exchange Act, Primary Servicer shall not be required to deliver any certification under this Section 3.08.


 


Section 3.09.     Delivery
of Mortgage Loan Purchase Agreement.


 


Following the Master
Servicer’s receipt of the Mortgage Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy of such
Mortgage Loan Purchase Agreement to the Primary Servicer.


 


ARTICLE IV.



PRESERVATION OF THE REMICS.


 


The Primary Servicer
shall not take any action (whether or not authorized hereunder) that would result in an Adverse REMIC Event or an adverse event
with respect to the Grantor Trust. Primary Servicer shall fully cooperate with the Master Servicer in connection with avoiding
the imposition of a tax on any portion of the Trust Fund or cause either the Lower-Tier


 



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REMIC or the Upper-Tier REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust.


 


ARTICLE V.



 


PRIMARY SERVICER’S COMPENSATION AND EXPENSES


 


Section 5.01.      Primary
Servicing Compensation.


 


(a)          As compensation
for its activities hereunder, the Primary Servicer shall be entitled to receive the Primary Servicing Fee. Anything herein to the
contrary notwithstanding, the Primary Servicer shall be paid such Primary Servicing Fee at such times as, and only to the extent
that, the Master Servicer receives its Master Servicing Fee and the Servicing Fee with respect to each Mortgage Loan under the
PSA. Except as provided below, any reductions in the Servicing Fee that may be required under the PSA with respect to Prepayment
Interest Shortfalls shall not affect the amount of the Primary Servicing Fee payable to the Primary Servicer and, consequently,
the Primary Servicer shall not be entitled to any Prepayment Interest Excess; provided, however, that in the event of a breach
of Section 2.03(a)(viii) by the Primary Servicer, on or before 1:00 p.m. New York City time on the Primary Servicer Remittance
Date following such breach, the Primary Servicer shall remit to the Master Servicer, pursuant to wiring instructions from the Master
Servicer, the amount as of any Distribution Date equal to the aggregate amount of any Prepayment Interest Shortfall incurred in
connection with Principal Prepayments received in respect of the Mortgage Loan. If such Prepayment Interest Shortfall is not remitted
to the Master Servicer by 1:00 p.m. New York City time on the Primary Servicer Remittance Date, then the Primary Servicer shall
also remit to the Master Servicer the Prepayment Interest Shortfall and full interest on such Prepayment Interest Shortfall at
the Advance Rate from and including such Primary Servicer Remittance Date but excluding the date that such Prepayment Interest
Shortfall is received by the Master Servicer.


 


(b)          The Primary
Servicer shall also be entitled to retain, with respect to the related Mortgage Loan, as additional Primary Servicing compensation
(the “Additional Primary Servicing Compensation”), the following: (i) to the extent the Master Servicer is entitled
to retain such amounts under the PSA and actually received such amounts, all late fees (to the extent the Primary Servicer is performing
the related collection work and to the extent not required to be offset against (A) with respect to the related Mortgage Loan under
PSA Section 3.14 (1) Advances, including interest on such Advances or (2) Additional Trust Fund Expenses other than Borrower Delayed
Reimbursements, (B) reserves required to be funded pursuant to the terms of the related Mortgage Loan, or (C) principal and interest
due with respect to the related Mortgage Loan), all amounts collected for checks returned for insufficient funds, all charges for
beneficiary statements or demands, 50% of the Master Servicer’s share of any Assumption Fees and assumption application fees,
and 50% of the Master Servicer’s share of any and all demand fees, Excess Modification Fees and Consent Fees; and (ii) subject
to PSA Section 3.07, any interest or other income earned on deposits in the related Primary Servicer Accounts; provided, however,
that the Primary Servicer shall be required to promptly remit to the Master Servicer any amounts received from or on behalf of
any Mortgagor which the Primary Servicer is not entitled to retain under this paragraph.


 



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(c)          Except as otherwise
provided herein or in the PSA, the Primary Servicer shall pay all its overhead and similar expenses incurred by it in connection
with its servicing activities hereunder.


  


ARTICLE VI.






THE MASTER SERVICER AND THE PRIMARY SERVICER


 


Section 6.01.        Primary
Servicer Not to Assign; Merger or Consolidation of the Primary Servicer.


 


(a)          Except as otherwise
provided in Section 6.01(b) hereof, or in Sections 2.02 or 3.02 hereof, the Primary Servicer shall not assign this Agreement for
any reason or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof without the prior written
consent of the Master Servicer.


 


(b)          The Primary
Servicer shall not resign from its obligations and duties hereunder without giving the Master Servicer sixty (60) days prior written
notice thereof or such lesser notice as may be acceptable to the Master Servicer to enable the Master Servicer to assume all of
the Primary Servicer’s rights, powers, duties and obligations under this Agreement; provided, however, that only fifteen
(15) days prior written notice shall be required in connection with a resignation of the Primary Servicer as a result of the Master
Servicer’s failure to consent to any matters set forth in this Section 6.01.


 


(c)          The Primary
Servicer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person,
in which case any Person resulting from any merger or consolidation to which the Primary Servicer shall be a party, or any Person
succeeding to the business of the Primary Servicer, shall be the successor of the Primary Servicer hereunder and shall be deemed
to have assumed all of the liabilities of the Primary Servicer hereunder, provided that, in any such case, the Primary Servicer
meets the requirements of the PSA and has obtained the prior written consent of the Master Servicer. Upon written demand by the
Master Servicer, such successor shall be required to promptly execute and deliver to the Master Servicer 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
and observed by the Primary Servicer under this Agreement from and after the date of such agreement. Notwithstanding anything to
the contrary, the Primary Servicer shall promptly notify the Master Servicer, the Certificate Administrator and the Trustee in
the event the Primary Servicer becomes an Affiliate of the Trustee.


 


Section 6.02.        Liability
and Indemnification of the Primary Servicer and the Master Servicer.


 


(a)          Neither the
Primary Servicer nor any of the directors, members, managers, officers, employees, or agents (including sub-servicers) of the Primary
Servicer (the “Primary Servicer Parties”) shall be under any liability to the Master Servicer 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 Primary Servicer Parties against any liability which would be imposed by reason
of any breach of its warranties or representations made herein, or against any liability that would otherwise be imposed on the


 






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Primary Servicer by reason of the Primary Servicer’s willful misconduct, bad faith, fraud or negligence (or by reason of any specific
liability imposed on the Primary Servicer pursuant to Section 2.01 hereof, for a breach of the Accepted Primary Servicing Practices)
in the performance of its obligations and duties hereunder or by reason of its negligent disregard of its obligations or duties
hereunder. Each indemnified party hereunder shall give prompt written notice to the indemnitor of matters which may give rise to
liability of such indemnitor hereunder; provided, however, that failure to give such notice shall not relieve the indemnitor of
any liability except to the extent of actual prejudice. The Primary Servicer Parties 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.


 


(b)          The Primary
Servicer Parties shall be indemnified and held harmless by the Master Servicer against any loss, liability, penalty, fine, forfeiture,
claim, judgment or expense (including reasonable legal fees and expenses) (collectively, the “Losses”) incurred
by the Primary Servicer (1) by reason of the Master Servicer’s willful misconduct, bad faith, fraud, negligence in the performance
of its obligations and duties hereunder or negligent disregard of its obligations or duties hereunder or (2) in connection with,
or relating to, this Agreement or the Certificates, other than any Losses (i) that are specifically required to be borne by Primary
Servicer without right of reimbursement pursuant to the terms hereof or (ii) incurred by reason of (A) a breach of any representation
or warranty by Primary Servicer, or (B) willful misconduct, bad faith, fraud or negligence of Primary Servicer in the performance
of its respective obligations and duties hereunder or negligent disregard of its respective obligations or duties under this Agreement;
provided, however, that the indemnification under clause (2) above shall be strictly limited to any actual amount
of indemnification received by the Master Servicer under the PSA as a result of pursuing the Trust Fund on behalf of the Primary
Servicer for such indemnification.


 


(c)          The Master Servicer
and any directors, members, managers, officers, employees or agents of the Master Servicer shall be indemnified and held harmless
by the Primary Servicer against any Losses incurred by the Master Servicer by reason of (i) any breach by the Primary Servicer
of a representation or warranty made by it herein or in the Pooling and Servicing Agreement or (ii) any willful misconduct, bad
faith, fraud or negligence by the Primary Servicer in the performance of its obligations or duties hereunder or under the PSA or
by reason of negligent disregard of such obligations or duties. The Master Servicer and any director, member, manager, officer,
employee or agent of the Master Servicer 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.


 


(d)          The Primary
Servicer shall indemnify and hold harmless the Master Servicer, each Certification Party, the Depositor, each Other Depositor and
any employee, director or officer of the Master Servicer, 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 the Primary Servicer’s obligation to provide any
of the annual compliance statements or annual servicing criteria compliance reports or attestation reports pursuant to this Agreement
and the PSA, (ii) the negligence, bad faith or willful misconduct on the Primary


 






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Servicer’s part in the performance of such obligations,
(iii) any failure by Primary Servicer to identify itself (or any subservicer the Primary Servicer enters into a subservicing agreement
with pursuant to Section 2.02 hereof) as a Servicing Function Participant pursuant to the PSA, (iv) any failure by Primary Servicer
to comply with the obligations of a Servicing Function Participant under the PSA or (v) any Deficient Exchange Act Deliverable
regarding, and delivered by or on behalf of, the Primary Servicer, and the Primary Servicer shall 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.


 


In addition, the
Primary Servicer shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate
under any applicable sub-subservicing agreement) with the Depositor or Other Depositor, as applicable, and the Master Servicer
as necessary for the Depositor or Other Depositor, as applicable, and the Master Servicer 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.


 


In connection with
comments provided to the Depositor or any Other Depositor from the Commission regarding information (x) delivered by the Primary
Servicer, (y) regarding the Primary Servicer, and (z) prepared by the Primary Servicer or any registered public accounting firm,
attorney or other agent retained by the Primary Servicer 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, upon receipt of such comments from the Depositor or Other Depositor, the Master Servicer
shall promptly provide to the Primary Servicer any such comments which relate to the Primary Servicer. Primary Servicer shall be
responsible for timely preparing a written response to the Commission for inclusion in the Depositor’s, Other Depositor’s
or the Master Servicer’s, as applicable, response to the Commission, unless Primary Servicer elects, with the consent of the Master
Servicer (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 that if the Primary Servicer (or a sub-servicer retained by
the Primary Servicer) is a Servicing Function Participant or an Additional Servicer, the Primary Servicer shall provide copies
to the Master Servicer of all material communications pursuant to this paragraph. If such election is made, the Primary Servicer
shall be responsible for directly negotiating such response and/or resolution with the Commission in a timely manner; provided,
that (i) Primary Servicer shall use reasonable efforts to keep the Depositor or Other Depositor, as applicable, and the Master
Servicer informed of its progress with the Commission and copy the Depositor or Other Depositor, as applicable, and the Master
Servicer on all correspondence with the Commission and provide the Depositor or Other Depositor, as applicable, and the Master
Servicer with the opportunity to participate (at the Depositor’s, Other Depositor’s or Master Servicer’s, as applicable, expense)
in any telephone conferences and meetings with the Commission and (ii) the Master Servicer shall cooperate with the Primary Servicer
in order to authorize the Primary Servicer and its representatives to respond to and negotiate directly with the Commission with
respect to any comments received from the Commission relating to Primary Servicer and to notify the Commission of such authorization.


 






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The Master Servicer and the Primary Servicer shall cooperate and coordinate with each other with respect to any requests made to
the Commission for any extension of time for submitting a response or compliance. All reasonable out-of-pocket costs and expenses
incurred by the Depositor or Other Depositor, as applicable, and the Master Servicer (including reasonable legal fees and expenses
of outside counsel to the Depositor or Other Depositor, as applicable, and the Master Servicer) in connection with the foregoing
(other than those costs and expenses required to be at the Depositor’s or Other Depositor’s, as applicable, expense as set forth
above) and any amendments to any reports filed with the Commission therewith shall be promptly paid by the Primary Servicer upon
receipt of an itemized invoice from the Depositor or Other Depositor, as applicable, and/or the Master Servicer, as applicable.
The Primary Servicer 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 in the related sub-servicing or similar agreement.


 


If the indemnification
provided for in this Section 6.02(d) is unavailable or insufficient to hold harmless the Master Servicer, any Certification Party,
the Depositor, any Other Depositor or any employee, director or officer of the Master Servicer, the Depositor or any Other Depositor,
then the Primary Servicer shall contribute to the amount paid or payable to the indemnified party as a result of the losses, claims,
damages or liabilities of the indemnified party in such proportion as is appropriate to reflect the relative fault of the indemnified
party on the one hand and the Primary Servicer on the other in connection with a breach of the Primary Servicer’s obligations
pursuant to Article X of the PSA, this Agreement or the Primary Servicer’s negligence, bad faith or willful misconduct in
connection therewith. The Primary Servicer shall cause any subservicer with which it enters into a servicing relationship with
respect to the Mortgage Loan to agree to the foregoing indemnification and contribution obligations.


 


(e)          The Primary
Servicer shall indemnify the Trustee and Master Servicer 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 or Master Servicer, as applicable, in any action or proceeding between
the Primary Servicer and the Trustee or Master Servicer, as applicable, or between the Trustee or Master Servicer, as applicable,
and any third party if the Trustee or Master Servicer, as applicable, 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 Primary Servicer. The Master Servicer
shall indemnify the Primary Servicer 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 Primary Servicer in any action or proceeding between the Master Servicer and the Primary Servicer, as
applicable, or between the Primary Servicer and any third party if the Primary Servicer 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.


 


(f)           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


 






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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.


 


(g)          The indemnification,
exculpation, and other protections and provisions in this Section 6.02 shall survive the termination of this Agreement or the resignation
of the Master Servicer or the Primary Servicer.


 


Section 6.03.        Representations
and Warranties.


 


The Primary Servicer
hereby represents, warrants and covenants to the Master Servicer that as of the date hereof:


 


(a)          The Primary
Servicer is duly organized, validly existing and in good standing under the laws of the state of its organization and is in compliance
with the laws of each jurisdiction in which any Mortgaged Property is located to the extent necessary to perform its obligations
under this Agreement;


 


(b)          The execution
and delivery of this Agreement by the Primary Servicer and its performance and compliance with the terms of this Agreement do not
(i) violate the Primary Servicer’s organizational documents or (ii) 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 contract, or other material instrument
to which the Primary Servicer is a party or which is applicable to it or any of the assets, in each case, which does or is likely
to materially and adversely affect the Primary Servicer’s ability to perform hereunder or its financial condition;


 


(c)          The Primary
Servicer has the full corporate 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;


 


(d)          This Agreement,
assuming due authorization, execution and delivery by the Primary Servicer and, assuming due authorization, execution and delivery
by the Master Servicer, constitutes a valid, legal and binding obligation of the Primary Servicer, enforceable against it in accordance
with the terms of this Agreement, subject to (i) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer,
reorganization, moratorium and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally,
(ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)
and (iii) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification
or contribution with respect to violations of securities laws;


 


(e)          The Primary
Servicer is not in violation of, and the execution and delivery of this Agreement by the Primary Servicer 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
Primary Servicer’s good faith and reasonable judgment, is


 






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likely to affect materially and adversely the ability of the Primary
Servicer to perform its obligations hereunder or the financial condition of the Primary Servicer;


 


(f)          No litigation
is pending or, to the best of the Primary Servicer’s knowledge, threatened against the Primary Servicer that would prohibit the
Primary Servicer from entering into this Agreement, or, in the Primary Servicer’s good faith and reasonable judgment, is likely
to materially and adversely affect the ability of the Primary Servicer to perform its obligations under the Agreement or the financial
condition of the Primary Servicer;


 


(g)          Each officer
and employee of the Primary Servicer that has responsibilities concerning the servicing and administration of the Mortgage Loan
is covered by errors and omissions insurance and the fidelity bond maintained by the Primary Servicer in the amounts and with the
coverage required by PSA Section 3.08(d);


 


(h)          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 Primary 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 Primary Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection
with the Primary Servicer’s subsequent performance of this Agreement; and


 


(i)           The Primary
Servicer is not an Affiliate of the Trustee.


 


The foregoing representations
and warranties shall survive the execution and delivery of this Agreement. Upon discovery by either the Master Servicer or the
Primary Servicer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give
prompt written notice thereof to the other party.


 


ARTICLE VII.






EVENTS OF DEFAULT; TERMINATION


 


Section 7.01.        Primary
Servicer Termination Events.


 


(a)          “Primary
Servicer Termination Event”, wherever used herein with respect to any Primary Servicer, means any one of the following events:


 


(i)          any failure
by the Primary Servicer to remit to the Primary Servicer Accounts, or to remit to the Master Servicer, any amount required to be
so remitted by the Primary Servicer pursuant to and in accordance with this Agreement; or


 


(ii)         any failure
on the part of the Primary Servicer duly to observe or perform in any material respect any of the other covenants or obligations
which continues unremedied for a period of twenty (20) days (ten (10) days in the case of a failure


 






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to pay the premium for any
insurance policy required to be maintained hereunder or such shorter period (not less than one (1) Business Day) as may be required
to avoid the lapse of insurance) after the date on which written notice of such failure, requiring the same to be remedied, shall
have been given to the Primary Servicer by the Master Servicer, provided, however, if such failure with a twenty (20) day cure
period is capable of being cured and the Primary Servicer is diligently pursuing such cure, such twenty (20) day period shall be
extended for an additional forty-five (45) days; provided that the Primary Servicer has commenced to cure such failure within the
initial twenty (20) day period and has certified that it has diligently pursued, and is continuing to pursue, a full cure; or


 


(iii)        any
breach on the part of the Primary Servicer of any representation or warranty contained in Section 6.03 hereof, 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 twenty (20) days after the date on which notice of such breach, requiring the same to be remedied, shall have been
given to the Primary Servicer by the Master Servicer, provided, however, if such breach is capable of being cured and the Primary
Servicer is diligently pursuing such cure, such twenty (20) day period shall be extended for an additional forty-five (45) days;
provided that the Primary Servicer has commenced to cure such failure within the initial twenty (20) day period and has certified
that it has diligently pursued, and is continuing to pursue, a full cure; or


 


(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, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Primary Servicer and such
decree or order shall have remained in force undischarged, undismissed or unstayed for a period of forty-five (45) days; or


 


(v)         the Primary
Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy,
insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Primary Servicer,
or of or relating to all or substantially all of its property; or


 


(vi)        the Primary
Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage
of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily
suspend payment of its obligations or take any corporate action in furtherance of the foregoing; or


 


(vii)       either
of Moody’s or KBRA (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency) has (1) qualified,
downgraded


 






    	20



    	 



    

 


or withdrawn its rating or ratings of one or more Classes of Certificates or one or more classes of Companion Loan Securities
or (2) placed one or more Classes of Certificates or one or more class of Companion Loan Securities on “watch status”
in contemplation of rating downgrade or withdrawal and, in the case of either of clauses (1) or (2), citing servicing concerns
with the Master Servicer (because of actions of the Primary Servicer) or the Primary Servicer 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


 


(viii)      the
Primary Servicer ceases to have a primary servicer rating of at least “CPS3” from Fitch and that rating is not reinstated
within 45 days of downgrade or withdrawal of such rating (provided that if Fitch has not issued a rating with respect to such Primary
Servicer, then a Primary Servicer Termination Event shall occur if the Primary Servicer was acting as a Primary Servicer in a commercial
mortgage loan securitization that was rated by a Rating Agency within the 12-month period prior to the date of determination, and
Fitch has downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of
commercial mortgage securities on watch citing the continuation of such Primary Servicer as a subservicer, as the sole or material
factor in such rating action with respect to such commercial mortgage securities); or


 


(ix)        a Servicer
Termination Event (as defined in the PSA) by the Master Servicer under PSA Section 3.22 or 7.01 which Servicer Termination Event
occurred as a result of the failure of the Primary Servicer to perform any obligation required hereunder; or


 


(x)         the failure
of the Primary Servicer to comply with any of the requirements under Sections 3.05, 3.06, 3.07 and 3.08 of this Agreement applicable
to such Primary Servicer, including the failure to deliver any reports or certificates at the time such report or certification
is required under Sections 3.05, 3.06, 3.07 and 3.08 of this Agreement which continues unremedied for five (5) days after
the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Primary Servicer
by the Master Servicer; or


 


(xi)         the Primary
Servicer (or any subservicer of the Primary Servicer appointed pursuant to Section 2.02 hereof) 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 five (5) Business Days of such
failure to comply with Article X; or


 






    	21



    	 



    

 


(xii)        for
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Primary
Servicer shall fail to deliver any Exchange Act reporting items that such Primary Servicer is required to deliver under Regulation
AB or as otherwise contemplated by Article X of the PSA;


 


then, and in each and every case, so
long as an Primary Servicer Termination Event shall not have been remedied, the Master Servicer may, by notice in writing to the
Primary Servicer, in addition to whatever rights the Master Servicer may have at law or in equity, including injunctive relief
and specific performance, immediately terminate all of the rights and obligations of the Primary Servicer under this Agreement
and in and to the Mortgage Loan and the proceeds thereof, subject to Section 7.02 hereof, without the Master Servicer incurring
any penalty or fee of any kind whatsoever in connection therewith. 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 Primary Servicer Termination Event. On or after the receipt by the Primary Servicer of
such written notice of termination from the Master Servicer, all authority and power of the Primary Servicer in this Agreement,
whether with respect to the Mortgage Loan or otherwise, shall pass to and be vested in the Master Servicer, and the Primary Servicer
agrees to cooperate with the Master Servicer in effecting the termination of the Primary Servicer’s responsibilities and
rights hereunder, including, without limitation, the remittance of funds and the transfers of the Primary Servicing Files as set
forth in Section 7.02. Notwithstanding the foregoing, upon any termination of the Primary Servicer, the Primary Servicer will be
entitled to receive all accrued and unpaid Primary Servicing Fees and Additional Primary Servicing Compensation through the date
of termination.


 


(b)          Upon discovery
by the Primary Servicer of any Primary Servicer Termination Event (but regardless of whether any notice has been given as provided
in this Agreement or any cure period provided herein has expired), the Primary Servicer shall give prompt written notice thereof
to the Master Servicer.


 


(c)          The Master Servicer
may waive in writing any default by the Primary Servicer in the performance of its obligations hereunder and its consequences.
Upon any such waiver of a past default, such default shall cease to exist, and any Primary Servicer Termination Event arising therefrom
shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other
default or impair any right consequent thereon except to the extent expressly so waived.


 


Section 7.02.        Termination
of Agreement.


 


(a)          This Agreement
shall be terminated with respect to any Primary Servicer:


 


(i)          pursuant
to Section 3.01(c) of the PSA and Section 7.01 hereof, if the Master Servicer elects to terminate the Primary Servicer following
a Primary Servicer Termination Event;


 






    	22



    	 



    

 


(ii)         at the
Depositor’s request (to the extent the Depositor has a right to request termination under the PSA) pursuant to Section 7.01(a)(xi)
or (xii) hereof or PSA Section 10.17;


 


(iii)        upon
resignation by the Primary Servicer as provided in Section 6.01 hereof;


 


(iv)        with
respect to the Mortgage Loan, in the event the Mortgage Loan (A) becomes a Specially Serviced Loan or (B) is substituted, purchased
or repurchased pursuant to PSA Sections 2.03, 3.16 or 9.01;


 


(b)          If the Master
Servicer’s responsibilities and duties as Master Servicer under the PSA have been assumed by the Trustee, the Trustee shall,
without act or deed on the part of the Trustee, succeed to all of the rights and obligations of the Master Servicer under this
Agreement as provided in PSA Section 3.01(d), and the Primary Servicer shall be bound to the Trustee under all of the terms, covenants
and conditions of this Agreement with the same force and effect as if the Trustee was originally the Master Servicer under this
Agreement; and the Primary Servicer does hereby attorn to the Trustee, as the Master Servicer hereunder, said attornment to be
effective and self-operative without the execution of any further instruments on the part of any of the parties hereto immediately
upon the Trustee succeeding to the interest of the Master Servicer hereunder. The Primary Servicer agrees, however, upon written
demand by the Trustee to promptly execute and deliver to the Trustee an instrument in confirmation of the foregoing provisions,
satisfactory to the Trustee, in which the Primary Servicer shall acknowledge such attornment and shall confirm to the Trustee its
agreement to the terms and conditions of this Agreement. References to the Trustee under this Section 7.02, shall include any successor
Master Servicer under the PSA.


 


(c)          Termination
pursuant to this Section or as otherwise provided herein shall be without prejudice to any rights of the Master Servicer or the
Primary Servicer which may have accrued through the date of termination hereunder. In connection with any such termination, the
terminated Primary Servicer shall (i) remit all funds in the related Primary Servicer Accounts to the Master Servicer or such other
Person designated by the Master Servicer, net of accrued Primary Servicing Fees and Additional Primary Servicing Compensation through
the termination date which are due and payable to the Primary Servicer, (ii) deliver all related Primary Servicing Files to the
Master Servicer or to Persons designated by the Master Servicer, and (iii) fully cooperate with the Master Servicer to effectuate
an orderly transition of the servicing of the related Mortgage Loan. All rights of the terminated Primary Servicer relating to
the following after such termination shall continue in full force and effect until payment or other satisfaction in accordance
with this Agreement or termination of the Trust: (y) indemnification pursuant to Section 6.02; and (z); the payment of its Primary
Servicing Fees and Additional Primary Servicing Compensation which in any such case accrued under the terms of this Agreement on
or before the date of such termination shall continue in full force and effect until payment or other satisfaction in accordance
with this Agreement.


 






    	23



    	 



    
 


ARTICLE VIII.



 


MISCELLANEOUS
PROVISIONS


 


Section 8.01.        Rating
Agency Communications.


 


(a)          Except as required
by the PSA or by law, the Primary Servicer shall not provide any information directly to, or communicate with, either orally or
in writing, any Rating Agency or any NRSRO regarding the Certificates, any Companion Loan Securities or the Mortgage Loan relevant
to such Rating Agency’s or NRSRO’s surveillance of the Certificates, any Companion Loan Securities or Mortgage Loan,
including, but not limited to, providing responses to inquiries from a Rating Agency or NRSRO regarding the Certificates, any Companion
Loan Securities or the Mortgage Loan relevant to such Rating Agency’s or NRSRO’s surveillance of the Certificates or
any Companion Loan Securities and requests for Rating Agency Confirmation. All such information will be provided by, and all such
communications, responses and requests will be made by, the Master Servicer in accordance with the procedures required by the PSA.
To the extent that the Master Servicer is required to provide any information to, or communicate with, any Rating Agency or NRSRO
in accordance with its obligations under the PSA and such information or communication is regarding the Mortgage Loan or the primary
servicing by the Primary Servicer under this Agreement, the Primary Servicer shall provide the information to the Master Servicer
necessary for the Master Servicer to fulfill such obligations. None of the foregoing restrictions in this Agreement shall prohibit
or restrict oral or written communications, or providing information, between the Primary Servicer, on the one hand, and any Rating
Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it
assigns to the Primary Servicer, (ii) such Rating Agency’s or NRSRO’s approval of the Primary Servicer as a commercial
mortgage master, special or primary servicer or (iii) such Rating Agency’s or NRSRO’s evaluation of the Primary Servicer’s
servicing operations in general; provided, that the Primary Servicer shall not provide any information relating to the Certificates,
any Companion Loan Securities or the Mortgage Loan to any Rating Agency or NRSRO in connection with such review and evaluation
by such Rating Agency or NRSRO unless (x) borrower, property and other deal specific identifiers are redacted; or (y) such
information has already been provided to the Depositor and has been uploaded on to the Depositor’s 17g-5 Website.


 


(b)          The Primary
Servicer hereby expressly agrees to indemnify and hold harmless the Master Servicer 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 the Primary Servicer’s breach of this Section 8.01 (including, without limitation, a determination
by a Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to
Exchange Act Rule 17g-5(a)(3), but solely to the extent such determination is


 



    	24



    	 



    

 


caused by a breach of this Section 8.01 by the Primary
Servicer), and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party
in connection with investigating or defending any such action or claim, as such expenses are incurred


 


Section 8.02.        Amendment.


 


This Agreement
contains the entire agreement between the parties relating to the subject matter hereof, and may be amended from time to time by
the Master Servicer and the Primary Servicer only by written agreement executed by the party or parties against whom the enforcement
of such amendment is sought. Master Servicer shall not consent to any modification to the PSA in any manner which would increase
the obligations or limit the rights of the Primary Servicer under the PSA or under this Agreement without the prior consent of
the Primary Servicer (which consent shall not be unreasonably withheld).


 


Section 8.03.        Governing
Law; Waiver of Jury Trial; Submission to Jurisdiction


 


(a)          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.


 


(b)          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.


 


(c)          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.


 






    	25



    	 



    

 


Section 8.04.        Notices.


 


All demands, notices
and communications hereunder shall be in writing and addressed in each case as follows:


 


(a)          if to the Primary
Servicer, as set forth on each signature page included herewith; and


 


(b)          if to the Master
Servicer:


 


by U.S. Mail at:


 


Midland Loan Services,
a Division of PNC Bank, National Association


P.O. Box 25965


Shawnee Mission, KS 66225-5965 


Attention: Executive Vice
President - Division Head 


Facsimile No.: (913) 253-9001 


Email: NoticeAdmin@midlandls.com and


MLSSubservicergroup@midlandls.com


 


or
by delivery to:


 


Midland Loan Services,
a Division of PNC Bank, National Association


10851 Mastin, Suite 300


Overland Park, KS 66210


Attention: Executive Vice
President - Division Head 


 


Any of the above-referenced Persons
may change its address for notices hereunder by giving notice of such change to the other Persons. All notices and demands shall
be deemed to have been given at the time of the delivery at the address of such Person for notices hereunder if personally delivered,
mailed by certified or registered U.S. mail, postage prepaid, return receipt requested, or sent by overnight courier or telecopy.
Notwithstanding the foregoing, Primary Servicer may deliver any of the items required to be delivered to the Master Servicer under
Sections 3.05-3.08 of this Agreement through electronic mail at NoticeAdmin@midlandls.com or such other email address provided
to Primary Servicer from the Master Servicer from time to time.


 


(c)          To the extent
that any demand, notice or communication hereunder is given to any Primary Servicer by a Responsible Officer of the Master Servicer,
such Responsible Officer shall be deemed to have the requisite power and authority to bind the Master Servicer with respect to
such communication, and any Primary Servicer may conclusively rely upon and shall be protected in acting or refraining from acting
upon any such communication. To the extent that any demand, notice or communication hereunder is given to the Master Servicer by
a Responsible Officer of any Primary Servicer, such Responsible Officer shall be deemed to have the requisite power and authority
to bind the Primary Servicer with respect to such communication, and the Master Servicer may conclusively rely upon and shall be
protected in


 



    	26



    	 



    

 


acting or refraining from acting upon any such communication. Any notice required to be delivered under this Agreement
may be provided electronically (including by electronic mail).


 


Section 8.05.     Consistency
with PSA; Severability of Provisions.


 


This Agreement
shall be subject to the provisions of the PSA and the Element LA Co-Lender Agreement, which provisions shall be paramount and controlling
and shall supersede the provisions of this Agreement to the extent of any conflicts or inconsistencies. If one or more of the provisions
of this Agreement shall be for any reason whatever held invalid or unenforceable or shall be determined to be inconsistent with
the PSA or the Element LA Co-Lender Agreement, such provisions shall be deemed severable from the remaining covenants, agreements
and provisions of this Agreement and such invalidity or unenforceability shall in no way affect the validity or enforceability
of such remaining provisions or the rights of any parties hereto. To the extent permitted by law, the parties hereto hereby waive
any provision of law that renders any provision of this Agreement invalid or unenforceable in any respect.


 


Section 8.06.     Inspection
and Audit Rights.


 


The Primary Servicer
agrees that, on reasonable prior notice, it will permit any representative of the Master Servicer, during the Primary Servicer’s
normal business hours, reasonable access at its principal servicing offices to examine all books of account, records, reports and
other documents of the Primary Servicer relating to the Mortgage Loan, to make copies and extracts therefrom, to cause such books
to be audited by accountants selected by the Master Servicer, and to discuss matters relating to the Mortgage Loan with the Primary
Servicer’s officers and employees.


 


Section 8.07.     Protection
of Confidential Information.


 


The Primary Servicer
shall keep confidential and shall not divulge to any party, without the Master Servicer’s prior written consent, any information
pertaining to the Mortgage Loan, the Mortgaged Properties or the Mortgagors except to the extent that the Primary Servicer provides
prior written notice to the Master Servicer and (a) it is appropriate for the Primary Servicer to do so (i) in working with legal
counsel, auditors, other advisors, taxing authorities or other governmental agencies, (ii) in accordance with Accepted Primary
Servicing Practices or (iii) when required by any law, regulation, ordinance, court order or subpoena or (b) the Primary Servicer
is disseminating general statistical information relating to the mortgage loans being serviced by the Primary Servicer (including
the Mortgage Loan) so long as the Primary Servicer does not identify the owner of the Mortgage Loan or the Mortgagors.


 


Section 8.08.     Binding
Effect; No Partnership; Counterparts.


 


Subject to Section
6.01 hereof, with respect to the Primary Servicer, the provisions of this Agreement shall be binding upon and inure to the benefit
of the respective successors and assigns of the parties hereto. Nothing herein contained shall be deemed or construed to create
a partnership or joint venture between the parties hereto, and the services of the Primary Servicer shall be rendered as an independent
contractor for the Master Servicer. For the purpose of facilitating the execution of this Agreement as herein provided and for
other purposes, this


 



    	27



    	 



    

 


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.


 


Section 8.09.     Third
Party Beneficiaries.


 


The Trustee for
the benefit of the Certificateholders and the Element LA Companion Loan Holder shall be a third party beneficiary under this Agreement,
but (except to the extent the Trustee or its designee assumes the obligations of the Master Servicer hereunder in accordance with
PSA Sections 3.01(c) and 3.01(d)), none of the Trust, the Trustee, the Depositor, the Certificate Administrator, the Custodian,
the Operating Advisor, any successor Master Servicer, the Special Servicer or any Certificateholder shall have any duties under
this Agreement or any liabilities arising from this Agreement.


 


Section 8.10.     Article
and Section Headings.


 


The article and
section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning thereof.


 


[SIGNATURE PAGES
TO FOLLOW]


 









    	28



    	 



    

 


IN WITNESS WHEREOF,
the Master Servicer and the Primary Servicer have caused this Agreement to be duly executed by their respective officers thereunto
duly authorized as of the date first above written.


  


	 	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	/s/ Bradley J. Hauger
	 	 	 
	 	Name:	Bradley J. Hauger
	 	 	 
	 	Title:	Senior Vice President
	 	 	 
	 	 	(“Master
Servicer”)






                                                   


[SIGNATURE AND NOTICE ADDRESS PAGES
AND MORTGAGE LOAN 


SCHEDULES FOR THE PRIMARY SERVICER TO
FOLLOW]


 


Berkeley-Midland Primary Servicing
Agreement – GSMS 2015-GS1 – Midland Signature Page


 









    	 



    	 



    

 


	 	BERKELEY
POINT CAPITAL LLC
	 	 	 
	 	By:	/s/ Nancy Guanci
	 	 	 
	 	Name:	Nancy Guanci
	 	 	 
	 	Title:	Vice President
	 	 	 
	 	By: 	/s/ Gregory L. Vandygriff
	 	 	 
	 	Name:	Gregory L. Vandygriff
	 	 	 
	 	Title:	Vice President
	 	 	 
	 		(“Primary
Servicer”)


 


	 	Notices:
	 	 
	 	Berkeley Point Capital LLC
	 	One Beacon Street 14th
Floor
	 	Boston,
MA 02108
	 	Attention:
Director and Head of Servicing
	 	Fax
Number:  617-722-5050
	 	Email: Servicing.Requests@berkpoint.com
	 	 
	 	With a copy to:
	 	 
	 	Berkeley Point Capital LLC
	 	4550 Montgomery Avenue  Suite 1100
	 	Bethesda, MD 20814
	 	Attention: Raqual Crea – Legal Department
	 	Fax Number: 240-752-8121



 


Berkeley-Midland Primary Servicing
Agreement – GSMS 2015-GS1 – Midland Signature Page


 



    	 



    	 



    

 


SCHEDULE I


 


Mortgage Loan Schedule


 


	Property Name	Principal Balance	Primary Servicing Fee Rate

(basis points)
	 	 	 
	    Element LA	$70,000.00	0.25


 


Berkeley-Midland
Primary Servicing Agreement – GSMS 2015-GS1 – Schedule



 



    	 



    	 



    
 


EXHIBIT
“A”


 


(Day
One Report) 


 


(see
attached)


 




    	A-1



    	 



    

 





	Subservicer Name: _________________________________	 	 	 	 	 	 	 	 	 
	Deal Name: ______________________________________	 	 	 	 	 	 	 	 	 
	Reporting Period: _________________________________	 	DAY ONE REPORT	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Midland
    Loan

    #	Sub
    Loan #	Beg.
    Scheduled Prin

    Bal	Actual
    Paid

    To Date	Schdeuled

    Principal Balance	Prepayment

    Penalty	Prepayment

    Date	Scheduled

    Interest

    Payment	Scheduled

    Principal

    Payment	Scheduled

    P&I	Servicing
    Fee

    Rate	Servicing

    Fee	Net

    Remittance
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTALS:	 	 	 	 	 	 	 	 	 	 	 	 







 






    	 



    	 



    

 


 


EXHIBIT
“B”


 


(Inspection
Reports) 


 


(see
attached)


 




    	B-1



    	 



    

 


	 	 	 	 	 
	  	Mortgage
                                         Bankers Association
	Version:
        1.22
	  	Property
                                         Inspection Workbook Tools
	  	  
	  	  	  	  
	 
    	 General
    Purpose Tools 	 
    	 
    	 
    
	  	  	  	  
	 	 	 	 
	 
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	 	Select Print
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print.
		 
	 
    	 	  	 
    


  


	 
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MBA
INSPECTION FORM KEY 


	 	 
	Mortgage
    Bankers Association
	Standard
    Property Inspection Form Definitions
	For
    additional information, please refer to the MBA Inspections White Paper
	Ratings
    Definitions
	1	New
    or like new condition
All
    major building components are new or like new
All vacant units/space are rent ready
    & reflect the highest current market standards
No deferred maintenance items (only
    routine maintenance)
No life safety or code violations exist
Positive
    impact to marketability
Deferred Maintenance and Life Safety – No actions
    are required
	2	Above
    average condition for the property’s age and market, minimal wear and tear
All
    major building components in functional condition
All vacant units/space are rent
    ready or in the process of being made rent ready
No deferred maintenance items (only
    routine maintenance)
No life safety or code violations exist
No
    impact to marketability
Deferred Maintenance and Life Safety – No actions are
    required
	3	Normal condition
        for the property’s age and market, general wear and tear.

        All major building components in functional condition

        Most vacant units or space are rent ready or in the process of being made rent ready

        Minimal deferred maintenance and routine maintenance items with costs that can be funded
        by normal operations

        No/minor life safety or code violations exist

        No impact to marketability

        Deferred Maintenance and Life Safety - Appropriate actions are planned or in progress

	4	Deteriorating condition
        for the property’s age and market

        A building component is not in fully functional condition

        Few rent-ready units or space

        Limited major deferred maintenance &/or numerous minor deferred maintenance items

        Some life safety or code violations exist

        Negative impact to marketability

        Deferred Maintenance and Life Safety - Actions are not addressed as quickly as
        required and/or further action is necessary, additional monitoring may be appropriate 

	5	Inferior
    conditions
Multiple building
    components non-functional
Vacant units or space are in poor to down condition
Severe
    deferred maintenance items
Multiple life safety or code violations exist
Negative
    impact to marketability
Deferred Maintenance and Life Safety – No Action taken
    and/or further action is necessary – additional monitoring is appropriate
	 Not
 Applicable	No
    components exist (therefore, no rating is possible)
	 Not
    
 Accessible	No
    component was visible due to inability to view the condition based on access, life safety, weather conditions or other blockages.
Deferred
    maintenance items can not be determined based on lack of access
Further action or
    review may be required


  


	Copyright 2008 Mortgage Bankers Association,
    Washington, DC	Page 2


 



    	 



    	 



    

 


General
Info





	  	  	  	  	  	  	  	  	  
	Company
    Name/Logo	  	Standard
    Inspection Form
	  	  	  	  	  	  	  	  	  
	 Inspection Date	 
    	 
    	Time   	 
    	  	Property City	 
    	 
    
	 Loan Number	 
    	  	  	  	  	Property State/Country	 
    	/                    
	 Property Name	 
    	  	  	  	  	Overall Property Rating	 
    	 
    
	  	  	  	  	  	  	  	  	  
	 Servicer,
    Loan and Contact Information
	 Servicer Name	 
    	  	  	  	  	Contact Company	 
    	 
    
	 Owner of Loan	 
    	  	  	  	  	Contact Name	 
    	                /
	 Investor Number	 
    	     	  	  	  	Contact Phone	 
    	 
    
	 Investor Loan #	 
    	  	  	  	  	Contact
    Email	 
    	 
    
	 Property ID	 
    	  	  	  	  	Addt’l
    ID #1 (editable)	 
    	 
    
	 Original Loan Amount	  	 
    	  	  	  	Addt’l
    ID #2 (editable)	 
    	 
    
	 Loan Balance (UPB)	  	 
    	  	  	  	O&M Plan(1)	  	 
    
	 Loan Balance as
    of Date	  	 
    	  	  	  	Report Reviewed By	  	                    /
	 (1)
    Includes ALL Plans (such as, but not limited to, Operations &
    Maintenance, Moisture Management and Environmental Remediation)
	 Property
    and Inspector Information
	 Property Name	 
    	  	  	  	  	Primary Property Type	  	 
    
	 Property Address	 
    	  	  	  	  	Secondary Property Type	  	 
    
	 Property City	 
    	  	  	  	  	Inspection Company	  	 
    
	 Property State	 
    	  	  	  	  	Inspection Co. Phone	  	 
    
	 Property Zip	 
    	  	  	  	  	Inspector’s Name	  	                    /
	  	  	  	  	  	  	Inspector’s ID	  	 
    





 


	 Lender’s
    or Servicer’s General Comments or Instructions to Inspector for Subject Property:
	 
    
	 
    
	 
    
	 
    
	 
	 
    


 





	 Property
    Inspector’s General Comments or Suggestions to Lender or Servicer on the Subject Property:
	 
    
	 
    
	 
    
	 
	 
    
	 
    





	  	  	  	  	  	  	  
	 Overview
    of Property Information
	 Number of Buildings	 
    	  	Year Built	 
    
	 Number of Floors	 
    	  	  	  	Total Square Feet (Gross)	 
    
	 Number of Elevators	 
    	  	  	  	Total Sq. Feet (Net /
    Rentable)	 
    
	 Number of Parking
    Spaces	 
    	  	  	  	Occupied Space	 
    
	 Number of Units
    / Rooms / Beds	 
    	  	  	  	Vacant Space	 
    
	 Rent Roll obtained
    at Inspection	 
    	  	  	  	Total Percent Occupied	 
    
	 Total
    Number of Down Units / Rooms / Beds	  	 
    	  	Annual Occupancy	 
    
	 Unit of Measurement
    Used	  	  	 
    	  	Annual Turn Over	 
    
	  	  	  	  	  	  
	 Property
    Offers Rental Concessions	 
    	 
    	 
    	If
    yes, please describe concessions:
	  	  	  	  	  	  	  
	  	  	  	  	  	  	  
	 
    	  	  	  	  	  	 
    
	

Copywrite
    2008 Mortgage Bankers Association, Washington, DC	  	  	3    


 





    	 



    	 



    







 


General
Info


	  	  	  	  	  	  	  	  	  	  	  	  
	 Inspection Date	 
    	 
    	Time   	 
    	  	Property City	 
    	  	 
    
	 Loan Number	 
    	  	  	  	  	  	  	Property State/Country	 
    	  	/
	 Property Name	 
    	  	  	  	  	  	  	Overall Property Rating	 
    	  	 
    
	  	  	  	  	  	  	  	  	  	  	  	  
	 Franchise Name	 
    	  	Franchise
    change since last inspection	 
    
	  	  	  	  	  	  	  	  	  
	 Number
    of Occupied Units Inspected	  	 
    	  	  	Number of
    Vacant Units Inspected	  	 
    
	  	  	  	  	  	  	  	  	  
	 Is there
    any dark space?	 
    	  	  Describe:	 	 
	 Is there
    any down space?	 
    	  	  Describe:	 	 





	  	  	  	  
	 Capital
    Expenditures	  	  	  
	 Describe
    in detail Repairs, Replacements or Capital Improvements	Identified
    Cost	Status
	 
    	 
    	 
    
	 
    	 
    	 
    
	 
    	 
    	 
    
	 
    	 
    	 
    
	 
    	 
    	 
    
	 
    	 
    	 
    
	 
    	 
    	 
    
	 
    	 
    	 
    





	  	  	  	  	  	  	  	  
	 Neighborhood
    and Site Comparison Data
	 Is the
    area declining or distressed	  	 
    	  	Percent
    Use -%
	 Is there
    any new construction in the area	  	  	Single Family	 
    
	 Top 2 Major	1.	Name or Type	 
    	 
    	  	Multifamily	 
    
	 Competitors:	  	  Distance	 
    	  	  	Commercial	 
    
	  	2.	Name or Type	 
    	  	  	Industrial	 
    
	  	  	  Distance	 
    	  	  	Undeveloped	100%





 


	 Describe
    area, surrounding land use & overall trends (include location in relation to subject property - N, S, E, W):
	 
    
	 
    
	 
    
	 
    
	 
    
	 
    
	 
    
	 
    
	 
    
	 
    





	  	  	  	  	  	  	  	  
	 Management
    Company Information	  	  	  
	 Management Company
    Name	 
    	  	Phone Number	 
    
	 On Site Contact	                              /	  	Mgmt Interview	 
    
	 Role or Title of
    Contact	 
    	  	Length of
    time at property	 
    
	 Management Affiliation	 
    	  	Change since
    last inspection	  	 
    
	  	  	  	  	  	  	  
	 Other
    Information
	 Additional
    Collateral Description Information	  	  	  	  	  	  
	  	  	  	  	  	  	  
	  	  	  	  	  	  	  
	  	  	  	  	  	  	  
	  	  	  	  	  	  	  
	  	  	  	  	  	  	  
	  	  	  	  	  	  	  
	 
    	  	  	  	  	  	 
    
	
Copywrite
    2008 Mortgage Bankers Association, Washington, DC	  	  	4    


 



    	 



    	 



    




 


	  	 	 	  	  	  	  	  	  	  	  
	  	  	  	Physical
    Condition & DM
	 	 	 	 
	Standard
                                         Inspection Form

         
	  	  
	Inspection Date	 
    	Time    	 
    	  	Property City	 
    
	Loan Number	 
    	  	Property State/Country	 
    	/	 
    
	Property Name	 
    	  	Overall Property
    Rating	 
    


 


	Physical
    Condition Assessment and Deferred Maintenance
	 


 


	Property
    Assessment


 


	Physical

        Condition
	Overall

        Rating
	Trend	Representative
                                         Components

        (Not all-inclusive)
	Inspector
    Comments
	 
    	 
    	  	  	  
	Curb
    Appeal	 
    	  	Comparison
    to Neighborhood; First Impression / Appearance	 
    
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	  	  	  
	Site	 
    	  	Subject
    Property Appearance; Signage; Ingress/Egress; Landscaping; Site Lighting; Parking Lot; Striping; Garage/Carports; Irrigation
    System; Drainage; Retaining Walls; Walkways; Fencing; Refuse Containment & Cleanliness, Hazardous Material Storage	 
    
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	  	  	  
	Building
                                         /

        Mechanical

        systems
	 
    	  	HVAC;
    Electrical; Boilers; Water Heaters; Fire Protection; Sprinklers; Plumbing; Sewer; Solar Systems; Elevators/ Escalators; Chiller
    Plant; Cooling Towers; Building Oxygen Systems; Intercom System; PA System; Security Systems	 
    
	 
    	 
    	 
    	 
    	 
    
	Building

        Exteriors
	 
    	 
    	Siding;
    Trim; Paint; Windows; Exterior Entry Ways; Stairs; Railings; Balconies; Patios; Gutters; Downspouts; Foundations; Doors; Façade;
    Structure (Beam/Joist)	 
    
	 
    	 
    	  	  	  
	Building

        Roofs
	 
    	  	Roof
    Condition; Roof Access; Top Floor Ceilings; Shingles/ Membrane; Skylights; Flashing; Parapet walls; Mansard roofs	 
    
	 
    	 
    	 
    	 
    	 
    
	Occupied

        Units
        / Space
	 
    	 
    	HVAC;
    Ceiling; Floors; Walls; Painting; Wall Cover; Floor Cover; Tiles; Windows; Countertop; Cabinets; Appliances; Lighting; Electrical;
    Bathroom Accessories; Plumbing Fixtures; Storage; Basements/Attics	 
    
	 

        Vacant
        Units /

        Space
        /

        Hotel
        Rooms

         
	 
    	 
    	HVAC;
    Ceiling; Floors; Walls; Painting; Wall Cover; Floor Cover; Tiles; Windows; Countertop; Cabinets; Appliances; Lighting; Electrical;
    Bathroom Accessories; Plumbing Fixtures; Storage; Basements/Attics	 
    
	 

        Down
        Units /

        Space
        /

        Hotel
        Rooms

         
	 
    	 
    	HVAC;
    Ceiling; Floors; Walls; Painting; Wall Cover; Floor Cover; Tiles; Windows; Countertop; Cabinets; Appliances; Lighting; Electrical;
    Bathroom Accessories; Plumbing Fixtures; Storage; Basements/Attics	 
    
	 
    	 
    	  	  	  
	Interior

        Common

        Areas
	 
    	  	Mailboxes;
    Reception Area; Lobby; Food Courts; Dining Areas; Kitchen; Halls; Stairways; Meeting Rooms; Public Restrooms; Storage; Basement;
    Healthcare Assistance Rooms; Pharmacy / Medication Storage; Nurses Station	 
    
	 
    	 
    	 
    	 
    	 
    





 


	Copyright
    2008 Mortgage Bankers Association, Washington, DC	 5    


 






    	 



    	 



    

 





 


	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	  	  	 	 	 	Physical
    Condition & DM
	 	 	 	 
	Inspection Date	 
    	Time    	 
    	  	Property City	 
    
	Loan Number	 
    	  	Property State/Country	 
    	/	 
    
	Property Name	 
    	  	Overall Property
    Rating	 
    





 


	Amenities
	 
    	 
    	Pool; Clubhouse;
        Gym; Laundry Area / Rooms; Playground; Wireless Access; Restaurant/Bar; Business Center; Sport Courts; Spa; Store; Media
        Center
	 
    
	Management

        Competence
	 
    	 
    	Professionalism;
    Ability to respond to questions; Knowledge of property; Knowledge of neighborhood/ market; Preparedness for inspection; Had
    all requested paperwork; Tenants notified	 
    



 


	Exterior
    - Additional description of the property conditions:
	 

         

         

	  
	Interior
    - Additional description of the property conditions:
	 

         

         






 


	Deferred
    Maintenance Items


 


	Identify
    Item and Describe Condition (including location)	Rating	Photo

        #
	Life

        Safety
	Est.
    Cost
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    



 


	Copyright
    2008 Mortgage Bankers Association, Washington, DC	 6    


 






    	 



    	 



    




 


	  	  	  	  	  	  	  	  	 	 	  
	Standard Inspection Form	  	  
	  	  	  	  	  	  	  	  	  	  
	Inspection Date	 
    	Time   	 
    	  	Property City	 
    	 
    	 
    
	Loan Number	 
    	 
    	 
    	  	Property State/Country	 
    	 
    	  /	 
    
	Property Name	 
    	 
    	 
    	  	Overall Property
    Rating	  	 
    
	  	  	  	  	  	  	  	  	  
	Photos


  


	 	 7


 



    	 



    	 



    




  


Mgmt Interview 


	  	  	  	  	  	  	  	  	 	 	  
	Company
    Name/Logo	  	  	Standard
    Inspection Form
	  	  	  	  	  	  	  	  	  	  
	Inspection Date	 
    	Time   	 
    	  	Property City	 
    	 
    	 
    
	Loan Number	 
    	 
    	 
    	  	Property State/Country	 
    	 
    	  /	 
    
	Property Name	 
    	 
    	 
    	  	Overall Property
    Rating	  	 
    
	  	  	  	  	  	  	  	  	  
	Management
    Information & Interview


 


	  	 
    	  	  	 
    	 
    	 
    
	Management Company Name	 
    	  	Phone Number	 
    	 
    
	Name of Information Source	                       /	  	Email Address	 
    	 
    
	Role or Title of Information
    Source	 
    	  	Length of
    time at property	 
    
	Management Affiliation	 
    	  	Mgmt change
    from last inspection	 
    





	  	  	  
	In your opinion, how does
    the property perform compared to similar properties in the area?	 
    	 
    
	In your opinion, what
    is the average percentage of vacancy in similar properties in the area?	  	 
    
	Based on market survey,
    what is the current average rents paid in the area ($ per square foot/units/beds)?	  	 
    
	In
    your opinion, explain the reason for any variance on vacancy & rents between the market and the subject property:	  	  
	 
    	  	 
    
	  	  	  
	In the past 12 months,
    have there been any fires, significant water intrusion or other property damage?	  	 
    
	If
    yes, explain the location on the property, costs associated, any insurance claims submitted, resolution & leaseability:	  	  
	 
    	  	 
    
	  	  	  
	In the past 12 months,
    to the best of your knowledge, have any code violations been received?	  	 
    
	If
    yes, please describe the violation, the costs associated and any resolution or outstanding issues:	  	  
	 
    	  	 
    
	  	  	  
	Is the property undergoing
    any significant rehab/construction?	  	 
    
	If
    yes, explain the location, size and estimated costs:	  	  
	 
    	  	 
    
	  	  	  
	Is the property in compliance
    with ALL O&M Plan(s)?	 
    	 
    
	(Plans
    such as, but not limited to, Operations and Maintenance, Moisture Management and Environmental Remediation.)	  	  
	If
    no, please explain which plan(s), the requirements, noncompliance items and estimated costs:	  	  
	 
    	  	 
    
	  	  	  
	Any change or violations
    of a Franchise Agreement or License(s) at the property?	 
    	 
    
	If
    yes, please explain any change or violation, costs & any resolution or outstanding issues:	  	  
	 
    	  	 
    
	  	  	  
	To the best of your knowledge,
    are there any lawsuits pending that may negatively impact the property?	  	 
    
	If
    yes, please explain:	  	  
	 
    	  	 
    
	  	  	  
	Other
    Information or Comments:	  	  
	 
    	  	  
	 
    	  	 
    
	  	  	  
	Copyright
    2008 Mortgage Bankers Association, Washington, DC	  	8    


 



    	 



    	 



    

 


Multifamily 


 


Standard
Inspection Form 


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date	 
    	 
    	Time	 
    	 
    	 
    	Property
    City	 
    
	Loan
    Number	 
    	 
    	 
    	Property
    State/Country	 
    	 /	 
    
	Property
    Name	 
    	 
    	 
    	Overall
    Property Rating	 
    


 


	Multifamily,
    Mobile Homes, Cooperative Housing, Student Housing


	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	Property
    Information
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	Heat at the
    Property	 
    	  	  	Gas at the
    Property	 
    
	Water at the
    Property	 
    	  	  	Trash at the
    Property	 
    
	Electric at
    the Property	 
    	  	  	Cable at the
    Property	 
    
	Change to
    Major Employer	 
    	  	  	If yes, describe:	 
    
	Change to
    Commercial/Retail	 
    	  	  	If yes, describe:	 
    
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  Unit Breakdown	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  


	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	#
    of Bedrms	#
    of Bath	#
    of Units	Avg
    Ft2
    / Unit	Monthly
    Rent	#
    Occupied	#
    Vacant	#
    Down	#
    Inspected
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	Totals	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	Tenant Profile	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 
    	 
    
	   Corporate	 
    	  	Military	 
    	  	Seasonal	 
    	  	Seniors	 
    	  	Students	 
    	Other	100%
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	Property
    Condition
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	Detailed
    Report of Units Inspected	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	Unit
    #	#
    of Bedrms	#
    of Bath	Square
    Feet	Asking
    Rent	Current
    Use	 Overall
    Condition	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    


 


	Copyright
    2008 Mortgage Bankers Association, Washington, DC	 9    


 


 



    	 



    	 



    




 


Healthcare


 


Standard
Inspection Form


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date	 
    	 
    	Time	 
    	 
    	 
    	Property
    City	 
    
	Loan
    Number	 
    	 
    	 
    	Property State/Country
	 
    	   /	 
    
	Property
    Name	 
    	 
    	 
    	Overall Property
        Rating
	 
    




 





	Healthcare,
    Nursing Home, Hospitals




	 
	  Property Information




	 	 	 	 	 	 	 	 	 	 
	 	General Information	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Total Number of Beds	 	 	 	Number of Beds Occupied	 
	 	 	 	 	 	% Occupied	 
	 	 	 	 	 	 	 
	 	New Patients Currently being Accepted  	 	 	 	Admission Waiting Period	 
	 	 	 	 	 	Proximity to a Hospital	 












	 	 	 	 	 	 	 	 	 	 
	 	Level of Care Breakdown	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Unit Type	Total #

Beds	Total # Beds Occupied	
        Total # 

        Units
	Total # Units

Occupied	Avg. S.F. / 

Unit	Monthly Rent	# Beds

Vacant
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	  Totals	 	 	 	 	 	 	 












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Administrator’s Name	 	/	 	 	Length of Time at Property	 	 
	 	Director of Nursing’s Name	 	/	 	 	Length of Time at Property	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Direct Care Staff Numbers	 	Day	Evening	Night	Comments
	 	 	Nurses -	RNs	 	 	 	 	 
	 	 	Nurses -	LPNs	 	 	 	 	 
	 	 	Other Direct Care	 	 	 	 
	 	Non Direct Care Personnel	 	 	 	 
	 	Total Staff	 	 	 	 	 















	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Regulatory / Licensing Agency Information	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Name of the Agency	 	 	 	Contact Person	                         /	 	 
	 	Expiration Date of Operating License	 	 	All Licenses Current	 	 	 
	 	Date of last Medicare inspection	 	 	Property Medicare Certified	 
	 	Date of last Medicaid inspection	 	 	Property Medicaid Certified	 
	 	Please describe any violations, costs associated, resolution or outstanding issues: 
	 	 


 


	      Copyright 2008 Mortgage Bankers
    Association, Washington, DC	 10    


 






    	 



    	 



    









 


Healthcare


 


Standard
Inspection Form


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date	 
    	 
    	Time	 
    	 
    	 
    	Property
    City	 
    
	Loan
    Number	 
    	 
    	 
    	Property State/Country
	 
    	   /	 
    
	Property
    Name	 
    	 
    	 
    	Overall Property
        Rating
	 
    










	 	 	 	 	 	 	 	 	 
	Property Condition	 	 	 	 
	Handrails in the halls	 	 	Exits clearly marked	 
	Grab bars present in rest rooms	 	 	Intercom System	 
	Staff interacts well with residents	 	 	Generator Function	 
	Facility looks and smells clean	 	 	 	 
	Additional description of any safety or deficiency issues observed: 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Units or Beds Inspected	 	 	 	 	 
	 	 	 	 	 	 	 
	Down Units (List the unit #)	 	 	 	 
	 	 	 	 	 	 	 
	Detailed Report of Units Inspected	 	 	 	 







 





	Unit #	# of Bedrms	# of Bath	Square Feet	Asking Rent	Current Use	Overall Condition
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 










  


	      Copyright 2008 Mortgage Bankers
    Association, Washington, DC	 11    


 



    	 



    	 



    

 





 


Standard
Inspection Form


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date	 
    	 
    	Time	 
    	 
    	 
    	Property
    City	 
    
	Loan
    Number	 
    	 
    	 
    	Property State/Country
	 
    	   /	 
    
	Property
    Name	 
    	 
    	 
    	Overall Property
        Rating
	 
    



	  	 	 	 	 	 	 	 	 	  	 	 	  	 	  
	Rent
    Roll
	  	  	  	  	  	  	  	  	  	  	  
	 	 	 	 	 	 	 	 	 	 	 
	Rent Roll Attached	 
    	  	  	(Select
    One)	  	  
	Rent Roll Summary Attached	 
    	  	  	  	  	  	  
	Single Tenant Property	 
    	  	  	Lease expires:	  	  
	Hospitality Property	 
    	  	  	YTD ADR:	  	  	RevPAR: 	 	  	ADO: 	  
	  	  	  	  	  	  	  	  	  	  	  
	Insert
    Rent Rolls in the space below using Excel commands or via Copy and Paste


  


	Copyright
    2008 Mortgage Bankers Association, Washington, DC	 12    







 


    	 



    	 



    

 


Standard
Inspection Form


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date   	 
    	Time	 
    	 
    	 
Property
    City    		 
    
	Loan
    Number   	 
    	 
    	Property State/Country	
	 
    	   	 
    
	Property
    Name   	 
    	 
    	Overall Property
        Rating	
	 
    



 


	Maps
	  


 


	  	Regional
    Map
	  	  
	  	 

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

	  	  
	  	Neighborhood
    Map
	  	  
	  	 

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         



  


	Copyright
    2008 Mortgage Bankers Association, Washington, DC	 13    


 


    	 



    	 



    
 


Comprehensive
Assessment Addendum

	  	 	  
	Company
    Name/Logo	 	Standard
    Inspection Form


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date	 
    	 
    	Time	 
    	 
    	 
    	Property
    City	 
    
	Loan
    Number	 
    	 
    	 
    	Property State/Country
	 
    	   /	 
    
	Property
    Name	 
    	 
    	 
    	Overall Property
        Rating
	 
    


 


	 
    	 
    	 
    	 
    	 
    
	Limitations
    of Field Assessment
	  
	Did
    you experience any of the following limitations to performing this field assessment:  (Choose Yes/No)	  
	  	Management
    unavailable for interview or management experience on the property is less than six months	 
    
	  	Occupied units
    were unavailable for assessment, or the total number of units available (occupied or unoccupied) was insufficient	 
    
	  	Significant
    portions of the common areas, amenities or basements, etc. were unavailable for assessment	 
    
	  	Snow was covering
    most exterior areas (parking lots, roofs, landscape areas)	 
    
	  	Other	  	  	  
	  	None	 
    	  	  
	  	Comment:	 
    	  	 
    




	  	  	  
	Comprehensive
    Property Assessment Ratings
	  	  	  
	1.  	Life
    Safety (Choose the one that applies from the drop down menu):
	  	 
    
	  	Comment:	 
    
	  	  	  
	2.	Deferred
    Maintenance (Choose the one that applies from the drop down menu):
	  	 
    
	  	Comment:	 
    
	  	  	  
	3.	Routine
    Maintenance (Choose the one that applies from the drop down menu):
	  	 
    
	  	Comment:	 
    
	  	  	  
	4.	Capital
    Needs (Choose the one that applies from the drop down menu):
	  	 
    
	  	Comment:	 
    
	  	  	  
	5.	Level/Volume
    of issues noted and appropriate follow-up recommendations (Choose the one that applies from the drop down menu):
	  	 
    
	  	Comment:	 
    



	  	  	  	  	  	  
	Overall
    Rating and Additional Comments
	  
	Overall
    Rating Scale:	 

         
	  
	  	  	1
    = No substantial concerns observed. No further action required.
	 	 	 
	  	  	2 = Some
    minor issues noted. Limited follow-up required.
	 	 	 
	  	  	3 = Substantial
    and/or critical issues noted. Documented follow-up required.
	 	 	 
	  	  	4 = Overall
    condition showing signs of deterioration. Documented follow-up with possible action plan required.
	 	 	 
	  	  	5 = Severe
    deferred maintenance observed. Follow-up and substantial action plan required.
	  	  	  	  	  
	  	Comment: 	 

         




	  	  	  	  	  
	Inspector
    Information
	  	  	  	  	  
	Seller/Servicer
    Certification	Date:	 
    	  
	  	  	  	  	  
	First
    Name:	 
    	 
    	 
    	  
	Last
    name:	 
    	 
    	 
    	  
	Title:	 
    	 
    	 
    	  
	Phone
    Number:	 
    	 
    	 
    	 
    


  


	Copywrite
    2008 Mortgage Bankers Association, Washington, DC	 14    


 




    	 



    	 



    



 


 


Comprehensive
Assessment Addendum

	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date	 
    	 
    	Time	 
    	 
    	 
    	Property
    City	 
    
	Loan
    Number	 
    	 
    	 
    	Property State/Country
	 
    	   /	 
    
	Property
    Name	 
    	 
    	 
    	Overall Property
        Rating
	 
    


 


	Email
    Address:	 
    	 
    	 
    	  


  


	Copywrite
    2008 Mortgage Bankers Association, Washington, DC	 15   


 


    	 



    	 



    


 





EXHIBIT
“C”


 


(Quarterly
Reports)


 


(see
attached)





 


    	C-1



    	 



    



 


	 	 	 	 	 	 	 	 	 
	Transaction/Securitization
    Name  	 	 	 	 	 	 	 
	Subservicer:	  	 
    	 
    	 
    	  	  	  	  
	Quarter
    Ending:	  	 
    	 
    	 
    	  	INSURANCE
    MONITORING REPORT


  


	 Servicer 
Loan
    #	MLS
 Loan
    # 	 Borrower 
Name	 Property 
Name	 Property 
Address	 Effective 
Date	 Expiration 
Date	 Insurance 
Co.	Type
    of
 Coverage 	Policy
 Number 	 Coverage 
Amount	 Deductible 	 Escrowed 
(Y/N)	 Loss Payee Endorsement 

        Reflects Trust
        (Y/N)
	Meets
Qualified
    Ins
 Ratings (Y/N) 	Frequency
    of
 Disbursement 
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    


 


Note:  Please
include one line per Insurance coverage.


  


The
undersigned hereby certifies that it holds in its custody a certificate or other appropriate proof of valid insurance on the individual
properties which are securing mortgage loans held by the above referenced “transaction/securitization” which
are subserviced by the undersigned on behalf of Midland Loan Services, Inc. The hazard coverage provided by such policies
complies with the requirements of the individual loan documents. The properties are correctly identified in the policies,
and all improvements thereon to be insured are included and properly described; that the name or names of the insured exactly
conform to the names or names in which title is held; that a standard, non contributory clause in favor of _______________________ is
or endorsed on the policies. The amount of coverage is not less than the amount required under the individual loan documents.


 


	Certified
    By:	 	 
	Date
    Printed:	 	 
	Title:	 	 


 


    	 



    	 



    


 

	 	 	 	 	 	 	 	 	 
	Transaction/Securitization
    Name  	 	 	 	 	 	 	 
	Subservicer:	  	 
    	 
    	 
    	  	  	  	  
	Quarter
    Ending:	  	 
    	 
    	 
    	  	TAX
    MONITORING REPORT





  


	
 Servicer Loan

 #	MLS
 Loan # 	 Borrower 
Name	 Property
    Name 	 Property 
Address	 Property
    City 	 Property 
State	 Property
    Zip 
Code	 Parcel
    No. 	 Tax Authority 
Name	 Tax
    Type 	Next
    Tax
 Due Date 	 Escrowed 
(Y/N)
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    


 


Note:  Please
include one line per tax parcel.


  


The
undersigned hereby certifies that it has inspected actual tax receipts or has otherwise verified full payment of all real estate
taxes for the year __________________________ and prior years on properties covered by all mortgage loans subserviced by
it on behalf of Midland Loan Services, Inc., and held by __________________________ excepting only the loans hereinafter
listed; the undersigned further certifies that no unredeemed sales certificates or other tax liens are outstanding against any
of the aforesaid properties other than as stated below.



 





	Loan Number	Mortgagor	Explanation	 



 

	Certified
    By:	 	 
	Date
    Printed:	 	 
	Title:	 	 



 



    	 



    	 



    


 

	 	 	 	 	 	 	 	 	 
	Transaction/Securitization
    Name  	 	 	 	 	 	 	 
	Subservicer:	  	 
    	 
    	 
    	  	  	  	  
	Quarter
    Ending:	  	 
    	 
    	 
    	  	UCC MONITORING REPORT


 

	Servicer
    Loan 

#	MLS
Loan #	Borrower
Name	State
    of Incorporation 

or State of Residence	Property
Name	Filing
    Type	Filing
Location	Original Filing 
Number	Original
Filing
    Date	Expiration
Date	
Trust
    is Named
Beneficiary (Y/N)
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    


 


	Note:  Please
    include one line per UCC filing.


 


The
undersigned hereby certifies that it has inspected actual UCC-1 filings or has otherwise verified filing of all UCC-1 documents
and further certifies that there has been no lapse in lien position on the collateral secured by said UCC-1 filings for all loans
subserviced on behalf of Midland Loan Services, Inc., and held by     ______________________________.


  


	Certified
    By:	 	 
	Date
    Printed:	 	 
	Title:	 	 


  


	Please
    forward to Midland Loan Services copies of all filings and attachments.	  


	If
    copies cannot be supplied, Midland will need the following information:


 


	  	  	Exact
    Name and Address of current beneficiary (if not assigned to the Trust)
	  	  	Complete
    Address of the Borrower
	  	  	Copies
    of collateral description and legal description


 


    	 



    	 



    

 



EXHIBIT
“D”


 


(Remittance
Reports)


 


(see
attached)


 






    	D-1



    	 



    

  


	TRANSACTION
    NAME:	 
    	 
    	  	  	  	  	  
	SUBSERVICER:	  	  	  	  	  	  	  
	FOR
    DISTRIBUTION DATE:	  	  	  	  	  	  	  


 


	MASTER

        SERVICER #
	SUBSERVICER

        LOAN #
	BORROWER
NAME	BEGINNING

        BALANCE
	PAYMENT
AMOUNT	PRINCIPAL
    AMOUNT	INTEREST
AMOUNT	SERVICE

        FEE
	NET
INTEREST	NET

        REMITTANCE
	ENDING

        BALANCE
	PAYMENT
DATE
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	TOTALS	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    


 


    	 



    	 



    

 


EXHIBIT “E”


 


(Form of Mortgagee Clause for Insurance
Policies)


 


The mortgage clause for insurance policies
should be as follows:


 


Midland Loan Services, a Division of PNC
Bank, National Association, as Master Servicer, on behalf of U.S. Bank National Association, as Trustee, for the benefit of the
Holders of GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage Pass-Through Certificates, Series 2015-GS1


 



    	E-1